GATX (NYSE: GATX) 2026 proxy shows strong 2025 results and $4.2B railcar JV
Rhea-AI Filing Summary
GATX Corporation is asking shareholders to vote at its virtual 2026 annual meeting on April 24, 2026. The proxy covers four items: electing nine directors, approving an advisory “say‑on‑pay” resolution, approving an amendment and restatement of the 2012 Incentive Award Plan, and ratifying Ernst & Young LLP as auditor.
In 2025, GATX generated net income of
GATX also closed a major rail transaction on
Positive
- None.
Negative
- None.
Insights
Proxy outlines solid 2025 performance and a transformative railcar acquisition, but no immediate thesis-changing surprises.
GATX reports strong 2025 fundamentals: net income of
The joint venture with Brookfield to acquire about 101,000 Wells Fargo railcars for roughly
Governance and compensation elements appear conventional for a mature industrial. Eight of nine nominees are independent, there is an independent board chair, majority voting, no poison pill, and annual say-on-pay, which received about
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to§240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
2026 PROXY STATEMENT Notice of Annual Meeting of Shareholders |
Table of Contents
March 13, 2026
Dear Fellow Shareholders:
On behalf of the Board of Directors, I invite you to attend GATX Corporation’s 2026 Annual Meeting of Shareholders on Friday, April 24, 2026 at 9:00 a.m. Central Time. This year’s annual meeting will be a virtual meeting of shareholders. You will be able to attend the annual meeting online, vote your shares electronically, and submit your questions during the annual meeting by visiting https://meetnow.global/M5WAZJH. The proxy materials for the meeting, which are available for viewing and printing at www.envisionreports.com/GATX, include a notice setting forth the items we expect to address at the meeting, our Proxy Statement, and a copy of our 2025 annual report to our shareholders.
In 2025, GATX’s net income was $333.3 million, or $9.12 per diluted share. Each of our business units contributed to our strong financial results for the year. Rail North America’s lease revenues increased $66 million, or over 6%, from the prior year. Demand for most railcars remained stable despite macroeconomic uncertainty. We continued to extend lease renewal terms at attractive rates while maintaining strong renewal success, and our fleet utilization remained high at 99%. We were also able to capitalize on continued strong secondary market demand to further optimize Rail North America’s railcar fleet.
Our Rail International businesses produced solid operating results despite a challenging market in Europe. Fleet utilization in both Europe and India remained solid, and we continued to experience increases in renewal lease rates for a majority of railcar types in 2025. In Engine Leasing, the Rolls-Royce and Partners Finance (“RRPF”) affiliates and our wholly owned aircraft spare engine portfolio achieved excellent results as robust demand for global passenger air travel continued to drive strong demand for aircraft spare engines.
In 2025, we once again executed on our strategy of investing in economically attractive opportunities in our core businesses, and we believe these investments will continue to drive future earnings growth and attractive returns. We invested over $640 million in our Rail North America business and over $500 million in GATX International. Our engine leasing businesses increased their investments in aircraft spare engines, as we added seven engines to our wholly owned portfolio for over $140 million, while the RRPF affiliates invested over $1.4 billion. In 2025, GATX’s total investment volume exceeded $1.3 billion.
Additionally, on January 1, 2026, we closed the acquisition of Wells Fargo’s rail asset portfolio. The acquisition was completed through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (“Brookfield”), which acquired approximately 101,000 railcars from Wells Fargo Bank, N.A. for approximately $4.2 billion. Our initial ownership in the joint venture is 30%, with Brookfield owning 70%. We have the option to acquire up to 100% of the joint venture equity over time. Also on January 1, 2026, GATX directly purchased approximately 200 locomotives from Wells Fargo, while Brookfield directly acquired Wells Fargo’s rail and locomotive finance lease portfolio. GATX will serve as manager of the railcars in the joint venture as well as the finance lease portfolio owned by Brookfield. The acquisition significantly expands GATX’s scale and further diversifies our North American railcar portfolio, representing an important milestone for GATX.
Your vote is very important. Whether or not you plan to attend the virtual annual meeting, please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by internet or telephone or by signing and returning your proxy card, if requested, in the envelope provided. On behalf of the Board of Directors and management, I would like to thank you for your continued support of GATX.
Sincerely, | |
President and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials
for the Shareholders’ Meeting to be held on April 24, 2026.
The following materials are available at www.envisionreports.com/GATX:
| ● | The Notice of Annual Meeting of Shareholders to be held on April 24, 2026; |
| ● | GATX Corporation 2026 Proxy Statement; and |
| ● | GATX Corporation Annual Report to Shareholders for the year ended December 31, 2025. |
A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the proxy statement, proxy card and annual report are being sent to shareholders beginning on or about March 13, 2026.
Table of Contents
Notice of Annual |
GATX 2026 Annual Meeting of Shareholders
Date: | Friday, April 24, 2026 | | Items of Business: ● Election of 9 Directors ● Adoption of Advisory Resolution to Approve Executive Compensation ● Approval of an Amendment and Restatement of our 2012 Incentive Award Plan ● Ratification of Independent Registered Public Accounting Firm |
Time: | 9:00 a.m. Central Time | ||
Place: | The annual meeting will be held as a live audio webcast at | ||
Record Date: | Close of business on February 27, 2026 |
Advance Voting Methods and Deadlines
Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines: ● Registered Shareholders—closing of the polls at the virtual annual meeting ● Beneficial Owners—11:59 p.m. Eastern Time on April 23, 2026 (after which voting is available online at the virtual annual meeting if properly registered in advance) ● Participants in GATX 401(k) Plans—8:00 a.m. Eastern Time on April 22, 2026 |
| |
| |
| |
| |||||
Go to the website identified on the Notice of Internet Availability or proxy card ● Enter the Control Number printed on the Notice of Internet Availability or proxy card ● Follow the instructions on the screen | Call the toll-free number identified on the proxy card ● Enter the Control Number printed on the Notice of Internet Availability or proxy card ● Follow the recorded instructions | Mark your selections on the proxy card A proxy card may be requested by following the instructions on the Notice of Internet Availability ● Date and sign your name exactly as it appears on the proxy card ● Promptly mail the proxy card in the enclosed postage-paid envelope Return promptly to ensure that it is received before the deadlines stated above | You can vote online at the virtual annual meeting ● Follow the instructions on the meeting website: https://meetnow.global/M5WAZJH | ||||||||
By Order of the Board of Directors,
Executive Vice President, General Counsel and Secretary
Table of Contents
Table of Contents
PROXY SUMMARY | 3 |
Annual Meeting of Shareholders | 3 |
Corporate Governance Highlights | 4 |
Director Nominees | 4 |
Executive Compensation | 5 |
— Our Executive Compensation Program Supports Our Long-Term Focus Through Industry Cycles | 5 |
— Strong 2025 Financial and Operational Results | 6 |
— Our 2025 Executive Compensation Program Reflected Our Pay for Performance Philosophy | 9 |
Independent Registered Public Accounting Firm | 10 |
SUSTAINABILITY AND CORPORATE CITIZENSHIP | 11 |
CORPORATE GOVERNANCE | 13 |
Board of Directors | 13 |
Board Independence | 13 |
Board Leadership Structure | 14 |
Board Committees | 15 |
Annual Board and Committee Evaluations | 16 |
Retirement and Resignation Policies | 17 |
Board Refreshment | 17 |
Succession Planning | 18 |
Risk Oversight | 18 |
Insider Trading Policy | 19 |
Anti-Hedging, Anti-Pledging Policies | 19 |
Related Party Transactions | 19 |
Director and Officer Indemnification and Insurance Arrangements | 20 |
Shareholder Engagement | 20 |
Communication with the Board | 20 |
PROPOSAL 1: ELECTION OF DIRECTORS | 21 |
Director Criteria and Nomination Process | 21 |
Director Demographics, Experience, Qualifications, and Skills | 22 |
Shareholder Recommendation and Nomination of Directors | 23 |
Nominees for Election to the Board of Directors | 23 |
DIRECTOR COMPENSATION | 32 |
PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION | 34 |
COMPENSATION DISCUSSION AND ANALYSIS | 35 |
Named Executive Officers | 35 |
Executive Summary | 35 |
— Our Executive Compensation Program Supports Our Long-Term Focus Through Industry Cycles | 35 |
— Our Long-Term Focus Through Industry Cycles Has Been Successful | 36 |
— Strong 2025 Financial and Operational Results | 38 |
— Summary of Key 2025 Compensation Actions | 41 |
2025 Say-on-Pay Vote | 42 |
Executive Compensation Practices | 43 |
Compensation Principles and Plan Design | 44 |
Market Assessment and Goal Setting | 45 |
CEO Pay-For-Performance Alignment | 48 |
GATX CORPORATION - 2026 Proxy Statement | 1 |
Table of Contents
TABLE OF CONTENTS
Detailed Compensation Discussion and Analysis | 49 |
— Base Salary | 49 |
— Short-Term Incentive Awards | 49 |
— Long-Term Equity Based Incentive Awards | 51 |
— 2025-2027 Performance Share Measures and Goal Setting | 52 |
— 2025 Long-Term Incentive Payouts | 53 |
— Employee Benefits-Severance-Double-Trigger Vesting | 53 |
— Process for Determining Executive Compensation | 55 |
— Compensation Governance | 56 |
— Compensation Committee Report | 56 |
EXECUTIVE COMPENSATION TABLES | 57 |
Summary Compensation Table | 57 |
Grants of Plan-Based Awards Table | 58 |
Outstanding Equity Awards at Fiscal Year-End Table | 59 |
Option Exercises and Stock Vested Table | 60 |
Pension Benefits Table | 60 |
Potential Payments upon Termination or Change of Control Table | 62 |
Pay Ratio Disclosure | 66 |
Pay Versus Performance Disclosure | 67 |
Option Grant Practices | 70 |
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN | 71 |
Summary of Material Amendments to Existing Plan | 71 |
Why Shareholders Should Vote to Approve the Restated Plan | 71 |
Equity Compensation Best Practices Reflected in the Restated Plan | 74 |
Shareholder Approval Requirement | 74 |
Description of the Restated Plan | 75 |
Equity Compensation Plan Information | 82 |
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 83 |
Audit Committee Evaluation | 83 |
Audit Committee Report | 84 |
Pre-Approval Policy | 85 |
Audit and Other Related Fees | 85 |
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 86 |
PRINCIPAL SHAREHOLDERS | 87 |
FORWARD-LOOKING STATEMENTS | 88 |
OTHER INFORMATION | 90 |
Shareholder Proposals | 90 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 91 |
EXHIBIT A Reconciliation of Non-GAAP Financial Measures | A-1 |
EXHIBIT B Amended and Restated 2012 Incentive Award Plan | B-1 |
2 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
Proxy Summary
The Board of Directors (the “Board” or “Board of Directors”) of GATX Corporation (“GATX,” the “Company,” “we,” “us,” or “our”) is soliciting proxies for use at the Company’s Annual Meeting of Shareholders to be held on Friday, April 24, 2026 (the “Annual Meeting”). The Notice of Internet Availability or the proxy statement, proxy card, and annual report are being mailed to shareholders beginning on or about March 13, 2026.
This summary includes information found elsewhere in this Proxy Statement and does not contain all of the information you should consider in voting. Please read this Proxy Statement carefully before voting your shares.
Annual Meeting of Shareholders
When | g | April 24, 2026, 9:00 a.m. Central Time | |
Where | g | The meeting will be held virtually via a live audio webcast at https://meetnow.global/M5WAZJH |
You may vote if you were a shareholder of record at the close of business on February 27, 2026. We hope that you will be able to attend the Annual Meeting virtually, but if you cannot do so, it is important that your shares be represented.
We urge you to read this Proxy Statement carefully and to vote your shares in accordance with the Board’s recommendations by internet or telephone or by signing and returning the proxy card (if requested) in the postage-paid envelope provided, whether or not you plan to virtually attend the Annual Meeting.
Voting Recommendations of the Board
Item | | Description | | For | | Against | | Page |
1 | Election of directors |
| 21 | |||||
2 | Adoption of advisory resolution approving our executive compensation |
| 34 | |||||
3 | Approval of an amendment and restatement of our 2012 Incentive Award Plan |
| 71 | |||||
4 | Ratification of independent registered public accounting firm |
| 83 |
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting.
Voting at the Annual Meeting
If your shares are registered in your name with our transfer agent, you may vote virtually at the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, you will not be able to vote virtually at the Annual Meeting unless you first obtain a legal proxy from your nominee. For further information, please see Questions and Answers about the Annual Meeting—How do I vote? below.
Questions and Answers
We encourage you to review Questions and Answers about the Annual Meeting below for answers to common questions about the rules and procedures surrounding the proxy and annual meeting process.
GATX CORPORATION - 2026 Proxy Statement | 3 |
Table of Contents
PROXY SUMMARY
CORPORATE GOVERNANCE
GATX is committed to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:
✓ | Annual Election of Directors | ✓ | Annual CEO Succession Planning by Full Board | |||
✓ | Majority Voting for Directors | ✓ | Risk Oversight by Full Board and Committees | |||
✓ | Resignation Policy for Directors who Fail to Receive a Majority Vote | ✓ | Annual Board and Committee Self-Evaluations | |||
✓ | 8 of 9 Director Nominees Are Independent | ✓ | No Poison Pill | |||
✓ | Breadth of Experience and Skills Among Directors | ✓ | Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees | |||
✓ | Regular Director Skills Assessment and Board Succession Planning | ✓ | Share Ownership Requirements for Directors and Executive Officers | |||
✓ | Independent Board Chair | ✓ | Clawback Policy | |||
✓ | Independent Audit, Compensation, and Governance Committees | ✓ | Annual “Say-on-Pay” Advisory Vote | |||
✓ | Executive Sessions of Independent Directors After Each Board Meeting | ✓ | Active Shareholder Engagement Program |
DIRECTOR NOMINEES
The following table provides summary information about each director nominee (with age shown as of the Annual Meeting date).
| | | | | Other Public |
| |||||
Director | Committee | Company |
| ||||||||
Name | Age | Since | Principal Occupation | Memberships1 | Boards |
| |||||
Diane M. Aigotti* |
| 61 |
| 2016 |
| Retired; Former Executive Vice President, Managing Director and Chief Financial Officer, Ryan Specialty Group, LLC |
| A (Chair) |
| 0 | |
Anne L. Arvia* |
| 63 |
| 2009 |
| Strategic Bank Advisor |
| A, C, G (Chair) |
| 1 | |
Shelley J. Bausch* |
| 60 |
| 2023 |
| Retired; Former President, Global Industrial Coatings, Axalta Coating Systems Ltd. |
| A, G |
| 1 | |
John M. Holmes* |
| 49 |
| 2024 |
| Chairman, President and Chief Executive Officer, AAR CORP. |
| A |
| 1 | |
Robert C. Lyons |
| 62 |
| 2022 |
| President and Chief Executive Officer, GATX Corporation |
| None |
| 1 | |
James B. Ream* |
| 70 |
| 2008 |
| Retired; Former Senior Vice President – Operations, American Airlines |
| CH |
| 0 | |
Adam L. Stanley* |
| 52 |
| 2019 |
| Retired; Former Executive Vice President and Chief Digital and Technology Officer, Cushman & Wakefield plc |
| C (Chair), G |
| 0 | |
Robert S. Wetherbee* |
| 66 |
| 2025 |
| Executive Chairman, and Former President and Chief Executive Officer, ATI Inc. |
| A, C |
| 2 | |
Paul G. Yovovich* |
| 72 |
| 2012 |
| Private Investor |
| C, G |
| 0 |
* | Independent Director |
| 1 | A = Audit Committee; C = Compensation Committee; G = Governance Committee; CH = Board Chair |
4 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROXY SUMMARY
EXECUTIVE COMPENSATION
We encourage you to review the Compensation Discussion and Analysis below for information about our executive compensation program.1
OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR LONG-TERM FOCUS THROUGH INDUSTRY CYCLES
GATX owns, leases, and manages transportation assets and provides critical services to customers worldwide. Our diverse portfolio of assets includes tank and freight railcars, locomotives, aircraft spare engines, and tank containers. We are the leading global railcar lessor, leasing railcars in North America, Europe, and India. Most of our railcar leases are service-intensive leases, under which we provide maintenance, engineering, administrative, and a variety of other value-added services. Railcar leasing accounted for a majority of our 2025 revenues.
| ● | The Railcar Leasing Market Is Highly Cyclical. The railcar leasing market in which GATX operates has historically been highly cyclical. Swings in railcar supply in North America may result in significant volatility in industry-wide railcar utilization and lease rates. In addition, many of our rail customers also operate in cyclical markets, such as the chemical, fertilizer, food/agricultural, refined petroleum, transportation, and construction industries. |
| ● | We Manage Our Business with a Long-Term View. Our operating assets have expected economic useful lives of up to 45 years. We proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling long-lived assets into constantly changing business conditions over decades. It is critical that we make disciplined investment decisions that match the long lives of our assets. Through multiple industry and economic cycles, we have maintained a long-term focus on investing while executing numerous strategic initiatives to enhance our competitive advantage. |
| ● | Our Strategy Is Consistent, but Our Tactics Vary with the Market Cycle. Our different approaches to fleet utilization risk, asset growth, lease rates, and lease term structure at different points in the railcar leasing market cycle enable GATX to generate strong long-term shareholder return. |
| - | In stronger railcar markets, we focus on increasing lease rates and lengthening lease terms to lock in attractive lease revenue for as long as possible. We knowingly accept more utilization risk in order to maximize fleet value as we increase lease rates. At the same time, we may be more selective with new railcar investments due to high railcar prices, unless we identify assets that can earn correspondingly higher lease rates over their full life. |
| - | Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investments. We may also reduce lease rates to maintain asset utilization and shorten lease terms so that we are positioned to capture value when market conditions and lease rates improve. |
| ● | Our Executive Compensation Program Supports This Long-Term Cyclical Approach and Strategy. Our executive compensation program is designed and managed by our Compensation Committee to motivate and retain management through each stage of the business cycle, including both strong and weak railcar leasing environments. The Compensation Committee sets goals intended to align executive compensation with the appropriate achievement of our dual goals of growth and return at various points in the business cycle. Reflecting this focus, our Compensation Committee uses net income, excluding tax adjustments and other items (non-GAAP)2, as the performance measure in our annual incentive plan. For our long-term incentive plans, the Compensation Committee uses three-year average LTI-adjusted return on equity (non-GAAP)3 and three-year cumulative investment volume as the performance measures. Recognizing that our growth, investment, and returns will differ at various points in the cycle, the Compensation Committee sets performance goals for each of these measures with the intent of focusing management on achieving results that will have the biggest impact on our ability to generate long-term shareholder value given where we are in the business cycle. |
| 1 | This Proxy Statement makes reference to financial data derived from our financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) and certain other financial data prepared using non-GAAP components. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see Exhibit A to this Proxy Statement. |
| 2 | All references to net income in this Proxy Statement refer to net income attributable to GATX. |
| 3 | All references to return on equity in this Proxy Statement refer to return on equity attributable to GATX. |
GATX CORPORATION - 2026 Proxy Statement | 5 |
Table of Contents
PROXY SUMMARY
STRONG 2025 FINANCIAL AND OPERATIONAL RESULTS
In 2025, we executed on our strategic priorities and delivered excellent financial results. At Rail North America, we continued to extend lease renewal terms at attractive rates while maintaining strong utilization and high renewal success. These strong results enabled us to embed a high level of quality, long-term committed cash flow into the business. We also optimized our diverse railcar fleet by capitalizing on a strong secondary market. In 2025, we signed a definitive agreement to acquire the rail operating lease portfolio from Wells Fargo Bank, N.A. (“Wells Fargo”) through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (“Brookfield”). This transaction, which involved approximately 101,000 railcars and represents the largest railcar acquisition in the Company’s history, successfully closed on January 1, 2026. In Rail International, GATX Rail Europe increased renewal lease rates across the majority of car types despite a challenging economic environment. It also executed on an attractive opportunity to add approximately 6,000 railcars to their fleet through acquisition, further strengthening their competitive position. GATX Rail India also performed well, as it grew its fleet to over 12,000 railcars while maintaining 100% fleet utilization. In Engine Leasing, both the Rolls-Royce and Partners Finance (“RRPF”) affiliates and our wholly owned aircraft spare engine portfolio delivered excellent results as robust global demand for aircraft engines continued. We continued to increase our direct investment in aircraft spare engines, while the RRPF affiliates significantly raised their level of investment over the prior year. By executing on our dual growth and return strategies, we delivered strong performance against the key metrics used in our compensation plans and produced diluted earnings per share of $9.12 (GAAP) and return on equity (GAAP) of 12.8%. Set forth below is a summary of our key financial and operational achievements during 2025 (dollars in millions, except for per share amounts), along with an illustration of our stock price performance over the past five years.
| 1 | For a reconciliation of net income, diluted earnings per share (EPS), and return on equity (ROE), excluding tax adjustments and other items (non-GAAP), to net income, diluted EPS, and ROE calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit A to this Proxy Statement. |
| 2 | Operational data in the charts relates to our Rail North America segment. |
| 3 | Excludes boxcars. |
6 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROXY SUMMARY
Stock Performance 1
| 1 | Total shareholder return calculation presented on an annualized basis covering periods ending on December 31, 2025 and assumes dividends are reinvested. |
GATX CORPORATION - 2026 Proxy Statement | 7 |
Table of Contents
PROXY SUMMARY
LISTED BELOW ARE SOME KEY ACHIEVEMENTS DURING 2025:
Strong Earnings | ● Net income of $333.3 million (net income, excluding tax adjustments and other items (non-GAAP), of $319.8 million).1 ● Diluted earnings per share of $9.12 (diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $8.75).1 ● Return on equity of 12.8% (return on equity, excluding tax adjustments and other items (non-GAAP), of 12.3%).1 | |
Entered into a Major Transaction Agreement | ● In 2025, we signed a definitive agreement to acquire Wells Fargo’s rail operating lease portfolio through a newly formed joint venture with Brookfield. We successfully closed the transaction (the “Wells Fargo Transaction”) on January 1, 2026, acquiring approximately 101,000 railcars through the joint venture. | |
Excellent Operating Performance | ● Capitalized on favorable market conditions in North America by successfully increasing renewal lease rates and extending lease terms, locking in high-quality, long-term committed cash flow. ● Maintained high fleet utilization of 99% at Rail North America. ● Invested over $1.3 billion in attractive transportation assets, including over $640 million of investment volume at Rail North America. ● Successfully placed deliveries of new railcars under our multi-year supply agreement and identified incremental opportunities to acquire over 1,000 railcars in the secondary market at Rail North America. ● Investment volume of over $500 million at Rail International. ● Increased our direct investment in aircraft spare engines by acquiring seven engines for approximately $147 million. | |
Returned Cash to Shareholders | ● Increased our dividend for the 15th consecutive year to $2.44 (annualized) per share, completing our 107th year of uninterrupted dividends. ● Returned approximately $155 million to shareholders through dividends and share repurchases. |
| 1 | Our 2025 financial results calculated in accordance with GAAP include a net positive impact of $13.5 million, or $0.37 per diluted share, from tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items (non-GAAP), to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit A to this Proxy Statement. |
8 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROXY SUMMARY
OUR 2025 EXECUTIVE COMPENSATION PROGRAM REFLECTED OUR PAY FOR PERFORMANCE PHILOSOPHY
Substantial Majority of 2025 Pay Aligned with Performance. We design our pay programs to reward executives for positive Company performance and align with shareholder interests by having a significant portion of compensation comprised of performance-based and long-term incentive awards. As shown in the charts below, in our 2025 compensation design, approximately 84% of our Chief Executive Officer’s (“CEO’s”) total target compensation and approximately 70% of total target compensation for our other named executive officers listed in the 2025 Summary Compensation Table (our “NEOs”) (on an aggregate basis) was performance-based and not guaranteed.
Note: The percentages in the charts above reflect compensation design effective March 1, 2025, including new base salary and incentive targets in effect for the NEOs as of such date and thus are not intended to match amounts shown in the Summary Compensation Table or the Grants of Plan-Based Awards Table below. The charts above do not include cash performance awards paid to certain NEOs in connection with the Wells Fargo Transaction.
| ● | Rigorous Incentive Targets. Our Compensation Committee carefully considered the market conditions affecting our business and set performance goals that would be appropriately rigorous and difficult to achieve. Annual incentive awards for our NEOs are determined by comparing the Company’s actual performance against our approved net income goals for the year. Long-term incentives in the form of performance shares are earned based on achievement of two equally weighted measures of three-year average LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). Please see Compensation Discussion and Analysis—Market Assessment and Goal Setting below for more information about how the Compensation Committee establishes our annual and long-term performance measures. |
| ● | Market Data Considered in Designing Competitive Compensation Program. Our Compensation Committee also reviewed market compensation levels and program design features to provide a frame of reference for comparison in setting competitive 2025 executive compensation commensurate with market and for the purpose of retaining executive officers of outstanding ability and potential. The Compensation Committee reviewed the program design with an eye towards driving strong Company and NEO performance. |
PROPOSED AMENDMENT AND RestateMENT OF our 2012 Incentive Award Plan
Our Board is seeking shareholder approval of an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan (as so amended and restated, the “Restated Plan”), which among other things increases the shares available for grant by 1,300,000 shares over the shares available under the existing GATX Corporation Amended and Restated 2012 Incentive Award Plan (the “2012 Incentive Award Plan” or the “Existing Plan”). Equity compensation is a key element of our compensation programs. The Existing Plan is scheduled to expire in 2027, and after the expiration date we would be unable to continue to issue equity to our employees and directors unless shareholders approve the Restated Plan. While we could increase cash compensation if we are unable to grant equity incentives, we anticipate that we will have difficulty attracting, retaining, and motivating our employees and directors if we are unable to make equity grants to them. Accordingly, our Board is recommending that shareholders vote to approve the Restated Plan. For further information, please see Proposal 3: Approval of an Amendment and Restatement of our 2012 Incentive Award Plan below.
GATX CORPORATION - 2026 Proxy Statement | 9 |
Table of Contents
PROXY SUMMARY
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We ask that our shareholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2026. Below is summary information about Ernst & Young LLP’s fees for services provided in 2025 and 2024.
| 2025 | | 2024 |
| |
Type of Fees | ($) | ($) |
| ||
Audit Fees |
| 4,362,000 |
| 3,402,000 | |
Audit-Related Fees |
| 174,000 |
| 290,000 | |
Tax Fees |
| 33,000 |
| 42,000 | |
All Other Fees |
| 2,000 |
| 2,000 | |
TOTAL Fees |
| 4,571,000 |
| 3,736,000 |
10 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
Sustainability and Corporate Citizenship
AT GATX, OUR MISSION IS TO PROVIDE INNOVATIVE, UNPARALLELED SERVICE THAT ENABLES OUR CUSTOMERS TO TRANSPORT WHAT MATTERS SAFELY AND SUSTAINABLY WHILE CHAMPIONING THE WELL-BEING OF OUR EMPLOYEES AND COMMUNITIES. |
We are committed to growing our business in a sustainable and socially responsible manner, and we believe this can help promote our performance over the long term. We demonstrate our commitment through our programs and initiatives. A multi-functional team meets periodically as a committee to develop, assess, and prioritize sustainability topics that are important to our business and our stakeholders and to continually improve both the measurement and transparency of our sustainability disclosures and practices. The Governance Committee of GATX’s Board has primary oversight responsibility for our ongoing and developing sustainability efforts. We maintain a Sustainability page on our website (www.gatx.com) to highlight our environmental and social responsibility accomplishments and provide certain sustainability-related data to interested stakeholders.1
We believe in the importance of investing in our people and in our communities and operating our business sustainably and ethically, which we believe will create long-term value for our shareholders. Our sustainability priorities center on four foundational pillars:
OUR ETHICS AND INTEGRITY | OUR PEOPLE | |
● Committing to operate our business consistent with the highest standards of honest and ethical behavior ● Championing a company-wide ethics and compliance program intended to provide our employees with resources and regular training to assist them in doing their jobs in an ethical manner while empowering them to raise questions and concerns without fear of retaliation | ● Protecting the health and safety of our employees as our highest priority ● Fostering an inclusive workplace through our policies and programs ● Investing in our employees through training, professional development, comprehensive benefit programs, and education |
OUR ENVIRONMENT | OUR COMMUNITIES | |
● Striving for the highest levels of asset quality and safety ● Implementing sustainable policies and practices designed to reduce energy use, decrease waste, increase recycling, and lower water consumption in our operations ● Assessing business, operational, and strategic risks associated with climate matters and reporting on key sustainability-related data | ● Investing in safety training and civic engagement initiatives to support the communities where we live and work ● Encouraging employee involvement in their local communities through volunteer projects and fundraising campaigns |
1 | Nothing on our website shall be deemed incorporated by reference into this Proxy Statement. |
GATX CORPORATION - 2026 Proxy Statement | 11 |
Table of Contents
SUSTAINABILITY AND CORPORATE CITIZENSHIP
PROGRAMS AND INITIATIVES
Health and Safety | Our Environment | |||||
✓ GATX continues to strive to maintain the highest levels of safety by fostering a culture that makes safety a top priority. We utilize a continuous improvement methodology to identify safety risks and hazards and drive improvement initiatives. ✓ In addition to being recognized as a Responsible Care® Partner by the American Chemistry Council (ACC) and the Chemical Industry Association of Canada (CIAC), we are an active participant in the Transportation Community Awareness and Emergency Response (TRANSCAER®) initiative, a national outreach effort assisting communities to prepare for and respond to a possible hazardous materials transportation incident. ✓ GATX offers training on the proper use of our equipment and on regulations that impact our business. We hold training events at customer locations across North America through the use of our TankTrainer™ mobile classroom. | ✓ We continue to make significant investments in railcars globally, resulting in the ability to transport more goods by rail versus roads, which lowers carbon emissions and reduces highway noise and congestion. ✓ GATX continues to publish Scope 1 and Scope 2 greenhouse gas emissions and continues to assess our full value chain impacts on the environment in an effort to identify opportunities to reduce those impacts. ✓ GATX issues an annual Sustainability Accounting Standards Board (SASB) report, which can be found on our website, that discloses metrics related to relevant sustainability factors. ✓ We continue to identify opportunities to further reduce waste. In 2025, GATX identified new waste streams that could be reused or recycled. | |||||
Our Communities | ||||||
✓ GATX has a long history of supporting causes in communities where our employees live and work, and our company culture values strong corporate citizenship. ✓ In 2025, employees around the globe gave back in their communities, including by volunteering at food banks and feeding centers, supporting students in their education, picking up litter in natural areas, and donating blood. ✓ GATX employees held a successful 2025 employee giving campaign and fundraiser for Make-A-Wish Illinois. We have partnered with Make-A-Wish Illinois for nearly 30 years and have provided more than $6 million to help Make-A-Wish Illinois grant wishes to children with critical illnesses. ✓ Through our partnership with Big Shoulders Fund in 2025, which provides support to inner-city schools in Chicago, GATX employees in Chicago participated in a company-wide service day to clean, beautify, and ready schools for the new school year. GATX employees have also mentored Big Shoulders students since 2016. ✓ Journey to Hope Moose Jaw, a nonprofit with a mission to support suicide awareness and prevention, recognized two GATX employees for their commitment to fostering mental health and wellness in Moose Jaw, Saskatchewan and surrounding areas, noting that their dedication to giving back, building connection, and supporting awareness has made a lasting difference in the community. | ||||||
Our People | ||||||
✓ In 2025, GATX received several workplace awards, including a Top Workplace award from the Chicago Tribune; a Top Company award in Austria and Germany from Kununu, a leading employer review platform; and a Friendly Workplace® Award in Poland. ✓ To attract and retain the most qualified talent, we aim to cultivate an inclusive environment where everyone can contribute their full range of knowledge, experiences and perspectives. By embracing varied viewpoints, we seek to drive innovation and enhance business outcomes. ✓ We use structured and transparent hiring practices that seek to attract top-tier talent. ✓ We conduct annual compensation reviews for professional, managerial, and executive level positions. ✓ We regularly conduct employee engagement surveys. ✓ We support our employees’ learning and career growth through a comprehensive approach that includes organization-wide training, specialized programs for emerging leaders and people managers, and an extensive selection of e-learning options. | ||||||
12 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
Proxy Statement
CORPORATE GOVERNANCE
Board of Directors
The Board of Directors provides oversight, strategic direction, and counsel to management regarding the business, affairs, and long-term interests of GATX and our shareholders. Its responsibilities include the following:
| ● | reviewing and approving our major financial objectives, strategic and operating plans, strategic transactions with third parties, and other significant actions |
| ● | overseeing the conduct of our business |
| ● | assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted |
| ● | overseeing our processes for maintaining the integrity of our financial statements and other public disclosures |
| ● | overseeing compliance with law and ethical standards |
GATX has a long-standing commitment to strong corporate governance and ethical standards. Demonstrating this commitment, the Board has adopted the GATX Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Senior Company Officers, as well as charters for each of the Board’s committees. These documents constitute the foundation of our corporate governance structure and are available on our website (www.gatx.com) in the Investor Relations section under “Governance.”
The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. Following each meeting, the Board’s independent directors meet in executive sessions without the Chief Executive Officer or other members of management present. The independent Chair of the Board serves as Chair of the executive sessions of the Board.
The Board met seven times during 2025, and each director nominee attended at least 75% of the meetings of the Board and the committees on which he or she served during the year. We encourage all directors to attend the Annual Meeting of Shareholders, and in 2025 all directors then serving on the Board attended the annual meeting.
Board Independence
In accordance with the listing standards of the New York Stock Exchange (“NYSE”), our Corporate Governance Guidelines provide that a majority of members of the Board of Directors must qualify as independent. The Board evaluates director independence in accordance with the independence requirements specified in the NYSE listing standards. A director may not qualify as independent unless the Board affirmatively determines that the director has no material relationship with GATX other than as a member of the Board. The Board does not have categorical standards of materiality for independence purposes apart from those set forth in the NYSE listing standards.
In accordance with the NYSE listing standards, and considering all relevant facts and circumstances, the Board has made an affirmative determination, based on the recommendation of the Governance Committee, that each director who served during 2025 was, and each nominee for director and current director qualifies as, an independent director in accordance with the NYSE listing standards, except for Mr. Lyons, our Chief Executive Officer.
GATX CORPORATION - 2026 Proxy Statement | 13 |
Table of Contents
CORPORATE GOVERNANCE
Board Leadership Structure
Our By-Laws afford the Board flexibility to separate or combine the positions of Chair of the Board and Chief Executive Officer based on particular circumstances. When the two positions are combined (or the Chair is not otherwise independent), then the independent directors designate an independent Lead Director to provide leadership to the non-management members of the Board and to work with the Chair and Chief Executive Officer and the other Board members to provide effective and independent oversight of our management and affairs. The Company would notify shareholders of any change in the Board’s leadership structure in our proxy statements, unless we are required to disclose sooner.
Likewise, our Board is structured to promote independence whether or not its Chair is a member of executive management. The entire Board, with the exception of Mr. Lyons, currently consists of independent directors, and the Audit, Compensation, and Governance Committees are composed entirely of independent directors. The independent directors on the Board meet after each Board meeting in executive sessions that are not attended by Mr. Lyons or other members of management.
Mr. Lyons’s predecessor as Chief Executive Officer also served as Chair of the Board. In connection with the CEO leadership transition in 2022, the Board appointed Mr. Ream to serve as the independent Chair of the Board based on its belief that with a newly-appointed Chief Executive Officer, it was in the best interests of our shareholders to have a separate, independent Chair.
As Board Chair, Mr. Ream serves an important role in our governance structure, with roles and responsibilities that include, among other things:
| ● | presiding at all shareholder and Board meetings, including executive sessions of the independent directors |
| ● | attending the meetings of all Board committees |
| ● | calling Board meetings and meetings of the independent directors |
| ● | establishing Board meeting schedules and agendas in consultation with the Chief Executive Officer |
| ● | serving as the Board’s principal liaison with the Chief Executive Officer |
| ● | interviewing all director candidates and making recommendations to the Governance Committee |
| ● | assisting the Governance Committee in making recommendations to the Board on the membership and leadership of each Board committee |
| ● | representing the Board in our shareholder engagements and outreach meetings |
14 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
CORPORATE GOVERNANCE
Board Committees
Director* | Board of | Audit | Compensation | Governance |
Diane M. Aigotti | ⚫ | C | ||
Anne L. Arvia | ⚫ | ⚫ | ⚫ | C |
Shelley J. Bausch | ⚫ | ⚫ | ⚫ | |
John M. Holmes | ⚫ | ⚫ | ||
Robert C. Lyons | ⚫ | |||
James B. Ream | C | |||
Adam L. Stanley | ⚫ | C | ⚫ | |
Robert S. Wetherbee | ⚫ | ⚫ | ⚫ | |
Paul G. Yovovich | ⚫ | ⚫ | ⚫ | |
Number of 2025 meetings | 7 | 6 | 5 | 5 |
| * | In the table above, “C” means Chair. |
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee is composed of directors determined by the Board to be independent in accordance with the applicable listing standards of the NYSE, including the heightened independence standards for members of the Audit and Compensation Committees, which incorporate U.S. Securities and Exchange Commission (“SEC”) rules. Mr. Ream serves as Chair of the Board and attends all meetings of all Board committees. The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which are available on our website (www.gatx.com) in the Investor Relations section under “Governance.”
Audit Committee
The Board has determined that each member of the Audit Committee has accounting or related financial management expertise and is “financially literate,” as that term is used in the listing standards of the NYSE. In addition, the Board has determined that each of Ms. Aigotti, Ms. Arvia, Mr. Holmes, and Mr. Wetherbee qualifies as an “audit committee financial expert,” as that term is defined by SEC rules.
The Audit Committee’s functions include the appointment, retention, compensation, and oversight of our independent registered public accounting firm. The Audit Committee also reviews any related party transactions and assists the Board in oversight of:
| ● | the integrity of our financial statements |
| ● | our compliance with legal and regulatory requirements |
| ● | our guidelines, policies, and procedures with respect to risk assessment and risk management |
| ● | the independent registered public accounting firm’s qualifications and independence with respect to services performed, including non-audit fees and services |
| ● | the performance of our internal audit function and the independent registered public accounting firm |
| ● | our cybersecurity risks, controls and procedures, and our use of financial derivatives |
The Audit Committee maintains free and open communication, and meets separately at each regularly scheduled committee meeting, with our independent registered public accounting firm, our internal auditor, and management.
GATX CORPORATION - 2026 Proxy Statement | 15 |
Table of Contents
CORPORATE GOVERNANCE
Compensation Committee
The Compensation Committee’s functions include:
| ● | conducting an annual evaluation of the Chief Executive Officer’s performance |
| ● | annually setting the Chief Executive Officer’s compensation level and reviewing and approving compensation levels of our other senior officers |
| ● | establishing and administering our incentive compensation plans, equity-based plans, and other bonus plans, including granting awards and approving payouts under our plans |
| ● | administering our clawback policy |
| ● | annually reviewing the corporate goals and objectives relating to compensation of our Chief Executive Officer and other senior officers |
| ● | periodically reviewing and making recommendations to the Board regarding the compensation of our non-management directors |
| ● | retaining and evaluating the qualifications and independence of the Compensation Committee’s independent compensation consultant |
Pay Governance LLC (“Pay Governance”) served as the Compensation Committee’s independent compensation consultant during 2025. In addition to providing advice on various aspects of GATX’s compensation plans, programs, and policies, Pay Governance also advises the Compensation Committee periodically on current trends and best practices and reviews the agendas and supporting materials with management and the Compensation Committee Chair in advance of each committee meeting. A Pay Governance representative attends all Compensation Committee meetings, including executive sessions at which management is not present, and meets independently with the Compensation Committee as appropriate. In addition, Pay Governance provides specific recommendations for the Chief Executive Officer’s compensation and advice on the recommendations made by the Chief Executive Officer with respect to the compensation of other executives.
Governance Committee
The Governance Committee’s functions include:
| ● | identifying individuals qualified to become Board members and recommending to the Board a slate of director nominees for election at each annual meeting of shareholders |
| ● | ensuring that all of the Board committees have the benefit of qualified and experienced independent directors |
| ● | regularly reviewing a matrix of director profiles and skills to ensure a breadth of relevant experience, fresh perspective, skills, backgrounds, and other attributes on the Board |
| ● | developing and overseeing an effective set of corporate governance policies and procedures designed to ensure that GATX adheres to strong corporate governance and ethical standards and complies with all applicable legal and regulatory requirements |
| ● | overseeing the evaluation of the Board’s performance and effectiveness, including the directors’ attendance and contributions to Board deliberations, and making such recommendations to the Board as may be appropriate |
| ● | overseeing sustainability matters and receiving periodic reports from management on related strategic initiatives |
Annual Board and Committee Evaluations
The Board conducts an annual evaluation of its performance and effectiveness. The purpose of the evaluation is to obtain the directors’ feedback on the Board’s performance and identify ways to enhance its effectiveness. As part of the evaluation, each director receives a written questionnaire developed by the Governance Committee to solicit input on the Board’s performance, effectiveness, composition, priorities, and culture. Using the questionnaire as a guide, the Governance Committee Chair conducts personal interviews with all directors to obtain their feedback and discuss any
16 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
CORPORATE GOVERNANCE
other issues or concerns they may have. The Governance Committee Chair compiles the collective views and comments of the directors and then reports the results of the evaluation to the full Board.
Each of the Board’s committees conducts its own evaluation using the same process as the Board evaluation. Utilizing a questionnaire developed by the committee, the Chair of each committee conducts personal interviews with the other committee members and, after compiling the results, presents a report to the committee and the full Board.
Retirement and Resignation Policies
The Board has a retirement policy for directors, included in our Corporate Governance Guidelines, under which a director is expected to retire from the Board and not stand for re-election at the first annual meeting of shareholders after he or she reaches the age of 75. However, the Governance Committee and the Board may waive that policy in any particular case for good reason.
In the event of a material change in a director’s principal employment, the director is expected to notify the Chair of the Board, the Chair of the Governance Committee, and the General Counsel of the Company, and the director may be expected to offer to resign from the Board. The Board believes the Governance Committee should have the opportunity to assess each situation based on the individual circumstances and make a recommendation to the Board.
The Board does not believe that its members should be prohibited from serving on boards of other organizations and has not adopted any guidelines limiting such activities. However, the Governance Committee may take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual director candidates and current directors. Prior to accepting any new position on the board of directors of any for-profit organization, directors are expected to notify the Chair of the Board, the Chair of the Governance Committee, and the General Counsel of the Company, who shall review the proposed board membership to ensure compliance with applicable laws and policies, including conflict of interest concerns.
Likewise, each director is expected to tender his or her resignation when nominated for election to the Board, and that resignation will become effective only if the director receives more votes AGAINST his or her election than FOR votes and the Governance Committee, or other duly authorized committee of the Board, decides to accept the resignation.
Board Refreshment
The Board, led by the Governance Committee, regularly evaluates its own composition and succession plans in light of the Company’s evolving business and strategic needs. The focus of this process is to ensure that the Board is composed of directors who possess a wide variety of relevant skills, professional experience, and backgrounds, bring varied viewpoints and perspectives, and effectively represent the long-term interests of shareholders. The Governance Committee also considers a candidate’s individual background and attributes, specialized experience, and other individual qualities that contribute to an active, effective Board. The Board believes that new ideas and perspectives are critical to a forward-looking and strategic Board, as are the extensive experience and deep understanding of our business and industry that long-serving directors possess. Accordingly, in its board refreshment and succession planning process, the Board considers both the benefits of continuity and fresh perspectives that new directors can bring.
In considering potential director candidates, the Governance Committee and Board take into account, among other factors, the needs of the Board and the Company in light of the overall composition of the Board with a view to achieving a balance of the skills, experience, and attributes that would be beneficial to the Board’s oversight role. For more information, see Proposal 1: Election of Directors—Director Criteria and Nomination Process below.
GATX CORPORATION - 2026 Proxy Statement | 17 |
Table of Contents
CORPORATE GOVERNANCE
Succession Planning
The Board regularly reviews long-term and emergency succession plans for the Chief Executive Officer and for other senior management positions. In addition, the Board ensures that directors have repeated and substantial opportunities to engage with possible succession candidates.
In assessing and evaluating possible Chief Executive Officer candidates, the independent directors identify the key skills, experience, and attributes they believe are required to be an effective Chief Executive Officer in light of the Company’s business strategies, opportunities, and challenges. The Board also considers its own leadership structure as part of this succession planning process.
Our long-term succession planning efforts include periodic changes within executive and managerial positions, which serve to enhance and develop the careers and contributions of key employees.
Risk Oversight
FULL BOARD While management is responsible for managing risk, the Board and its committees play a role in overseeing our risk management practices and programs. We have internal processes and an internal control environment that facilitate identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management disclosure committee meetings, codes of business conduct and ethics, a strong ethics and compliance program, and a comprehensive internal and external audit process. The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board. | |||||||
Audit Committee | | Compensation Committee | | Governance Committee | |||
Plays a key role in the Board’s risk oversight process, particularly in relation to risks that could have a financial impact, such as financial reporting, taxes, accounting, disclosure, internal controls, legal matters, cybersecurity, and our ethics and compliance programs. Discusses our risk assessment and risk management guidelines and policies with management, the internal auditors, and the independent registered public accounting firm. Receives regular reports from management and discusses steps taken by management to monitor and control risk exposures. Reviews all of our annual and quarterly financial reports, including any disclosure of risk factors affecting us and our business. Receives periodic presentations and reports on cybersecurity risks addressing recent developments, evolving standards, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties, as well as information (and ongoing updates) regarding cybersecurity incidents impacting the Company that are deemed more significant under our cybersecurity incident response plan. Provides regular reports to the Board on its risk oversight activities. | Manages risks associated with personnel and compensation issues, including executive compensation. Oversees our compensation plans, policies, and practices with assistance from our independent compensation consultant. Provides regular reports to the Board on its oversight of compensation-related risks. Together with the Compensation Committee’s independent consultant, provides input to our human resources staff in conjunction with their annual assessment of potential risks that may be created by our compensation plans, policies, and practices. The assessment conducted for 2025 found that our compensation plans, policies, and practices did not create risks that would be reasonably likely to have a material adverse effect on GATX. In reaching this conclusion, we considered the mix of compensation paid to employees, as well as the risk control and mitigation features of our plans, including appropriate performance measures and targets, incentive plan payout maximums, our compensation clawback policy, and mandatory stock retention requirements for our executive officers. | Manages risks associated with governance issues, such as Board independence, Board effectiveness and organization, corporate governance, and director succession planning. Reviews the skills and experience of the directors on a regular basis to ensure the breadth of relevant experience necessary for an effective Board. Maintains corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards. Oversees sustainability matters, including but not limited to, receiving regular reports from management on environmental risks and opportunities and sustainability disclosures. Provides regular reports to the Board on its risk oversight activities. | |||||
18 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
CORPORATE GOVERNANCE
Insider Trading Policy
Our Board has an Insider Trading Policy that governs the purchase, sale, and other disposition of GATX’s securities and that applies to all directors, officers, and other employees of the Company. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of our Insider Trading Policy is attached as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026.
Anti-Hedging, Anti-Pledging Policies
In addition to prohibiting our directors, officers, and other employees from trading in GATX stock while in possession of material nonpublic information, our Insider Trading Policy also prohibits certain transactions in GATX stock that may create the potential for the interests of a director, officer, or employee to diverge from the interests of GATX and its shareholders. In particular, our policy prohibits directors, officers, and employees from engaging in hedging transactions, including short sales, transactions in publicly-traded options involving GATX stock, and the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. The policy also prohibits directors, officers, and employees from holding GATX stock in a margin account or pledging GATX stock as collateral for a loan.
Related Party Transactions
We recognize that transactions with related parties present a heightened risk of real or perceived conflicts of interest and, therefore, may raise questions as to whether those transactions are consistent with the best interests of GATX and its shareholders. Accordingly, we have a policy that requires all related party transactions to be reviewed and approved by the Audit Committee, and we disclose in our proxy statement any transactions that are required to be disclosed in accordance with Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A “related party transaction” means any transaction (or series of transactions) valued at over $120,000 in which GATX is a participant and in which any “related party” has or will have a direct or indirect material interest. “Related party” is defined to include all of our directors and executive officers, holders of more than 5% of our voting stock, and the immediate family members of those persons.
Under our policy, the Audit Committee will approve a related party transaction only if it determines that the transaction is in, or not inconsistent with, the best interests of GATX and our shareholders, including, for example, situations where:
| ● | the transaction may enable us to obtain products or services of a nature, quantity, or quality that are not readily available from alternative sources |
| ● | the transaction is on “arm’s length” terms comparable to the terms on which we provide products or services to unrelated third parties or to our employees generally |
Upon completion of its review, the Audit Committee will approve or disapprove the related party transaction. In approving any related party transaction, the Audit Committee also will make a determination that the transaction does not constitute a conflict of interest under our Code of Business Conduct and Ethics.
Since January 1, 2025, GATX has not been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related person had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.
Compensation Committee Interlocks and Insider Participation
During 2025, each of Mr. Stanley, Ms. Arvia, Mr. Wetherbee, and Mr. Yovovich served on our Compensation Committee, with Mr. Stanley serving as chair. No member of our Compensation Committee was, during 2025, an officer, former officer, or employee of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. During 2025, none of our executive officers served (i) as a member of the compensation committee, or other committee serving an equivalent function, of any other entity where one of the executive officers of such entity served as a member of our
GATX CORPORATION - 2026 Proxy Statement | 19 |
Table of Contents
CORPORATE GOVERNANCE
Board or our Compensation Committee, or (ii) as a director of any other entity where one of the executive officers of such entity served as a member of our Compensation Committee.
Director and Officer Indemnification and Insurance Arrangements
As required by our By-Laws, we indemnify our directors and officers to the fullest extent permitted by the New York Business Corporation Law. In addition, we have entered into indemnification agreements with each member of the Board that contractually obligate us to provide this indemnification to our directors.
As permitted by the New York Business Corporation Law and our By-Laws, we maintain insurance policies that provide liability protection to our directors and officers for claims for which they may not be indemnified by the Company. These insurance policies also provide reimbursement to GATX for indemnification payments we make on behalf of our directors and officers, subject to the conditions and exclusions specified in the policies.
Shareholder Engagement
We believe that understanding the issues most important to our shareholders is critical to addressing their interests in a meaningful and effective way. It is also a fundamental principle of good corporate governance. We engage with shareholders regularly to discuss a wide range of topics, including business strategy and performance, corporate governance, capital allocation, executive compensation programs, and other matters that are top of mind for our shareholders. These conversations help us understand how shareholders view our Company, what they expect from us, and any emerging issues that may affect our business.
Our shareholder engagement program takes many forms and operates year round. We communicate with the investment community through various media, including our annual report, SEC filings, proxy statement, press releases, and website. We also hold quarterly earnings calls and conference calls for other major corporate events, all of which are open to the public. In addition, we participate in investor conferences, analyst meetings, and investor roadshows to provide further opportunities for outreach and dialogue.
During the past 18 months, we contacted our largest shareholders representing more than 70% of our outstanding shares and offered the opportunity to meet with members of our Board and executive management to discuss a range of governance topics. Through these engagements, we hear a variety of perspectives. Overall, investors express appreciation for our transparency and for the willingness of our Board and senior leadership to engage with, and listen to, shareholders.
Communication with the Board
GATX shareholders and other interested parties may, at any time, communicate directly with the Board, any of our directors individually (including the Chair of the Board), or our non-management directors as a group through the office of our Corporate Secretary as follows:
| ● | by mail addressed to the Board, any director, or the non-management directors as a group, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 |
| ● | electronically by sending an e-mail to contactboard@gatx.com |
| ● | anonymously through our hotline vendor by telephone at (800) 461-9330 or online at: https://app.convercent.com/en-us/Anonymous/IssueIntake/LandingPage/4e866b9d-a90d-e711-8111-000d3ab2feeb |
Our Corporate Secretary will review communications received by any of these methods and forward the communication promptly to the Board, individual directors, the Board Chair, or the non-management directors as a group, as appropriate, depending on the subject matter and facts and circumstances described in the communication.
Communications that are not related to the duties and responsibilities of the Board, are patently frivolous, or are otherwise considered to be improper for submission to the intended recipients will not be forwarded.
20 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Director Criteria and Nomination Process
Each year, the Board nominates a slate of director candidates for election at the Annual Meeting of Shareholders. The Board has delegated the process for screening potential director candidates to the Governance Committee with input from the Chair of the Board and the Chief Executive Officer. When the Governance Committee determines that it is desirable to add a director or fill a vacancy on the Board, it will identify one or more individuals qualified to become directors and recommend them to the Board. In identifying qualified individuals, the Governance Committee generally retains a third-party search firm for this purpose. In evaluating individuals for potential membership on the Board, the Governance Committee gives due consideration to the following criteria:
| ● | the highest level of personal and professional ethics, integrity, and values |
| ● | an inquisitive and objective perspective |
| ● | broad experience at the policy-making level in business, finance, accounting, government, or education |
| ● | expertise and experience relevant to GATX and complementary to the background and experience of other Board members, so that an optimal balance of Board members may be achieved and maintained |
| ● | broad business and social perspective and mature judgment |
| ● | the candidate’s background, perspective, and experience |
| ● | commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about the Company’s business |
| ● | demonstrated ability to communicate freely with management and the other directors, as well as the ability and disposition to meaningfully participate in a collegial decision-making process |
| ● | willingness to devote the required time and effort to carry out the duties and responsibilities of a Board member |
| ● | independence from any particular constituency, and the ability to represent the best interests of all shareholders and to appraise objectively the performance of management |
GATX seeks directors from varied professional backgrounds who possess a broad spectrum of experience and expertise and a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, have leadership experience in the companies or institutions with which they are or have been affiliated, be selected based upon contributions they can make to the Board and management, and be independent as defined by NYSE listing standards.
GATX CORPORATION - 2026 Proxy Statement | 21 |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Director Demographics, Experience, Qualifications, and Skills
The Governance Committee is responsible for recommending to the full Board a slate of director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board. We believe that each of the nominees satisfies the criteria for membership set forth above and has key skills and attributes that are important to an effective board. Each of the nominees, other than Mr. Lyons, is also independent of the Company and management. See Corporate Governance—Board Independence above.
Listed below are certain demographics and key experiences, qualifications, and skills of our director nominees that the Governance Committee believes are relevant and important in light of GATX’s business and structure.
Individual Directors’ Profiles
Robert C. | James B. | Diane M. | Anne L. | Shelley J. | John M. | Adam L. | Robert S. Wetherbee | Paul G. | |
|---|---|---|---|---|---|---|---|---|---|
Tenure / Age | |||||||||
Tenure* | 4 | 17 | 9 | 17 | 2 | 2 | 6 | <1 | 13 |
Age* | 62 | 70 | 61 | 63 | 60 | 49 | 52 | 66 | 72 |
KNOWLEDGE, SKILLS AND EXPERIENCE | |||||||||
BUSINESS / OPERATIONS | |||||||||
Rail & Other Transportation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Air Transportation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
Strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Sales & Business Development | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Supply Chain | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
Raw Materials | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
Customer Viewpoints | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
International & Emerging Markets | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Joint Ventures | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
FINANCE / TRANSACTIONS | |||||||||
M&A | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Capital Markets / Debt & Equity | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
LEGAL / ACCOUNTING / OTHER RISKS / RELATED EXPERIENCE | |||||||||
Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Accounting & Financial Controls | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Information Technology & Data | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
22 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Robert C. | James B. | Diane M. | Anne L. | Shelley J. | John M. | Adam L. | Robert S. Wetherbee | Paul G. | |
|---|---|---|---|---|---|---|---|---|---|
Cybersecurity | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
Human Capital & Talent Development | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Legal | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Regulatory, Governance & Public Affairs | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
DEMOGRAPHICS | |||||||||
RACE / ETHNICITY | |||||||||
Black or African American | ✓ | ||||||||
White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
GENDER | |||||||||
Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
Female | ✓ | ✓ | ✓ | ||||||
* As of the Annual Meeting date.
Shareholder Recommendation and Nomination of Directors
The Board also will consider any candidates who may be recommended by shareholders. The Board conducts an inquiry into each candidate’s background, qualifications, and independence as it believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others. Any recommendations of director candidates by shareholders should be submitted to the Governance Committee, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147. In order to be considered, the recommendation must be received not more than 120 and not less than 90 days prior to the first anniversary of the preceding year’s annual meeting and must include all information required by the proxy rules, applicable law, and our By-Laws.
Nominees for Election to the Board of Directors
Our Board is currently composed of nine directors, all of whom are standing for re-election for a term of one year, to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified.
All director nominees have consented to serve on the Board, if elected. At the time of the Annual Meeting, if any director nominee is unable or declines to serve, the proxies may be voted for any other person who may be nominated by the Board to fill the vacancy, or the size of the Board may be reduced accordingly.
Please see below for information on the age (as of the Annual Meeting date) and other background of each of the nine director nominees, as well as each individual’s specific experience, qualifications, and skills that led the Board to conclude that such individual should serve on the Board in light of the Company’s business and leadership structure.
GATX CORPORATION - 2026 Proxy Statement | 23 |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Vote Required
The election of each of the director nominees requires the affirmative vote of a majority of votes cast with respect to his or her election. A majority of votes cast means that the number of votes cast FOR the election of a director nominee exceeds the number of votes cast AGAINST such director nominee’s election. Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of director nominees.
The Board of Directors recommends that you vote FOR each director nominee named below. |
24 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Diane M. Aigotti | ||
| | Years of Service: 9 Age: 61 Board Committees: Audit (Chair) Ms. Aigotti served as Executive Vice President, Managing Director and Chief Financial Officer of Ryan Specialty Group, LLC from January 2010 to March 2021. Prior to joining Ryan Specialty Group, Ms. Aigotti served as Senior Vice President, Chief Risk Officer and Treasurer of Aon plc (f/k/a Aon Corp.) from 2000 to 2008. Earlier in her career, she served as the Vice President of Finance at The University of Chicago Hospitals and Health System from 1998 to 2000 and as Budget Director for the City of Chicago from 1995 to 1997. Ms. Aigotti served on the boards of OneDigital Health and Benefits, Inc., which provides consulting and technology solutions to employers for their employees’ health and welfare benefits, from 2021 to 2025, and Pinstripes Holdings, Inc. (NYSE: PNST), an experiential dining and entertainment brand, from 2024 to 2025. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive financial expertise, including in capital markets transactions, financial reporting, and internal controls |
| ● | Deep understanding of the insurance industry gained through her experience as the Chief Financial Officer of a large global insurance organization |
| ● | Substantial expertise in key areas such as financial planning and reporting, operations, risk management, treasury management, mergers and acquisitions, information technology, and tax and regulatory compliance enables her to provide valuable insights on issues critical to the Board’s oversight of our business, strategy, and operations |
GATX CORPORATION - 2026 Proxy Statement | 25 |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Anne L. Arvia | ||
| | Years of Service: 17 Age: 63 Board Committees: Audit, Compensation, Governance (Chair) Ms. Arvia currently serves as a strategic bank advisor to Cornerstone Advisors, LLC, a management and technology consultancy firm for banks, credit unions and fintech firms, a position she has held since January 2026. Prior to that role, she served as Principal, Strategic Transformation and Program Management, at Cornerstone beginning in April 2023. Prior to Cornerstone, Ms. Arvia worked as a strategic bank advisor beginning in May 2022. Ms. Arvia served as Executive Vice President, Banking and Financial Services of The Auto Club Group and President and CEO of The Auto Club Trust, from September 2018 to April 2022. She served as Acting President of USAA Bank from 2016 to 2017 and as USAA Bank’s Senior Vice President and Managing Director from 2015 to 2017. Before joining USAA, Ms. Arvia held various leadership roles at Nationwide Mutual Insurance Company from 2006 to 2015, including President of Nationwide Direct Distribution and Chief Executive Officer of Nationwide Bank. Earlier in her career, she served as President and Chief Executive Officer of ShoreBank, a community development and environmental bank, and worked at Crowe LLP, a global audit and consulting firm. Ms. Arvia also serves on the Board of Directors of First Financial Bancorp (NASDAQ: FFBC), a regional bank headquartered in Cincinnati, Ohio. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep understanding of auditing, accounting standards, and financial reporting rules and regulations |
| ● | Wealth of experience in investment, strategic transformation, operations, risk management, and financial matters gained through her many years of leading businesses in the financial services sector |
| ● | Qualified as a Certified Public Accountant |
26 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Shelley J. Bausch | ||
| | Years of Service: 2 Age: 60 Board Committees: Audit, Governance Ms. Bausch served as President, Global Industrial Coatings of Axalta Coating Systems Ltd., a leading global manufacturer, marketer and distributor of high-performance coatings systems, from January 2021 to March 2025. Prior to Axalta, she led the Asia Pacific region and the Fluid Technologies business unit for Carlisle Companies Incorporated, a leading supplier of building envelope products. Before joining Carlisle in 2017, Ms. Bausch managed the Global Industrial Coatings business for PPG Industries, Inc., a global producer of paints, coatings and specialty materials. Ms. Bausch started her career with 25 years at Dow Corning Corporation, holding a variety of commercial roles with increasing responsibilities. Ms. Bausch also serves on the board of directors of Kennametal Inc. (NYSE: KMT), a global provider of materials, tools and wear-resistant solutions, and she previously served on the board of directors of the Kraton Corporation (NYSE: KRA), a leading chemical manufacturer, from 2017 to 2022. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive experience leading international business across industries |
| ● | Wealth of experience in transforming business models, including through disruptive innovation |
| ● | Extensive commercial expertise, including in e-commerce and marketing |
John M. Holmes | ||
| | Years of Service: 2 Age: 49 Board Committees: Audit Mr. Holmes is Chairman, President and Chief Executive Officer of AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government customers. Mr. Holmes has served as AAR’s President since June 2017, CEO since June 2018 and Chairman since January 2023. Mr. Holmes joined AAR in 2001 as Director of Mergers and Acquisitions and became General Manager of AAR’s parts trading business in 2003. He progressively assumed roles of increasing responsibility of other businesses that comprise Aviation Services with a focus on achieving growth and operational efficiencies. Prior to joining AAR, Mr. Holmes worked in investment banking and private equity. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive knowledge of the global aviation industry from over two decades in leadership roles at AAR CORP. |
| ● | Operational expertise and deep international business experience |
| ● | Extensive experience in finance and transactions from certain roles at AAR and also from his prior positions in investment banking and private equity |
GATX CORPORATION - 2026 Proxy Statement | 27 |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Robert C. Lyons | ||
| | Years of Board Service: 4 Age: 62 President and Chief Executive Officer Mr. Lyons was elected as President and Chief Executive Officer and as a director of GATX Corporation in April 2022, after having served as our Executive Vice President and President, Rail North America since August 2018. Previously, Mr. Lyons served as our Executive Vice President and Chief Financial Officer from 2012 to 2018, Senior Vice President and Chief Financial Officer from 2007 to 2012, Vice President and Chief Financial Officer from 2004 to 2007, Vice President, Investor Relations from 2000 to 2004, Project Manager, Corporate Finance from 1998 to 2000, and Director of Investor Relations from 1996 to 1998. Mr. Lyons has served as a director of Packaging Corporation of America (NYSE: PKG) since 2011. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep knowledge of our core railcar leasing business gained through his leadership role as President of Rail North America |
| ● | Substantial transportation industry experience, including in aircraft spare engine leasing |
| ● | Extensive expertise in capital market transactions, mergers and acquisitions, expansion of asset portfolios, operations, and business strategy |
| ● | Strategic leadership skills and expertise consistently demonstrated in various roles during his long tenure at GATX |
James B. Ream | ||
| | Years of Service: 17 Age: 70 Chair of the Board of Directors Board Committees: None Mr. Ream served as Senior Vice President – Operations of American Airlines from 2012 to 2014 and as its Senior Vice President, Maintenance and Engineering from 2010 to 2012. Prior to that, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in North America, from 2001 to 2010, and as President of ExpressJet from 1999 to 2010. Prior to joining ExpressJet, Mr. Ream held various positions of increasing responsibility with Continental Airlines and American Airlines. Mr. Ream was a director of ExpressJet Holdings, Inc. from 2002 to 2010. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Significant experience in management, strategy, finance, and operations gained through his various senior executive roles in the transportation industry, including as Chief Executive Officer of ExpressJet Holdings, Inc. |
| ● | Deep experience in financing, management, maintenance, customer relations, regulatory issues, and operations of large fleets of transportation assets |
| ● | Extensive financial, accounting, and risk management expertise |
| ● | Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies |
28 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Adam L. Stanley | ||
| | Years of Service: 6 Age: 52 Board Committees: Compensation (Chair), Governance Mr. Stanley retired as Executive Vice President and Chief Digital and Technology Officer of Cushman & Wakefield plc, a global provider of commercial real estate services, in January 2022. After retirement, he served as the Chief Experience Officer at Teach for America, Inc., a non-profit organization that seeks to overcome education inequality, from January 2022 until January 2023. He continues to serve as a strategic advisor to nonprofits and company employee resource groups and he co-owns AT Real Estate Group LLC, a residential real estate brokerage firm. Prior to joining Cushman & Wakefield in 2014, Mr. Stanley was the Technology and Security Services Officer at Aviva Corporation, a multinational insurance company headquartered in London, from 2011 to 2012, and the Global Chief Technology Officer at Aon Corporation from 2008 to 2011. Mr. Stanley joined Aon from ABN AMRO LaSalle Bank, where he held various positions including Head of North America Technology Services and Solutions, and began his career in 1995 at Deloitte & Touche LLP. Mr. Stanley also serves on the Board of Directors of Church Mutual Insurance Company, S.I., an insurance provider for churches and other nonprofits, and on the Board of Trustees of the UBS Trumbull Property Fund. Mr. Stanley is NACD Directorship Certified®. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep experience in information technology systems, security, data, and digital transformation |
| ● | Extensive human capital management and process integration expertise |
| ● | Significant financial and risk management skills and experience |
| ● | Far-reaching exposure to global business markets and mergers and acquisitions |
GATX CORPORATION - 2026 Proxy Statement | 29 |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Robert S. Wetherbee | ||
| | Years of Service: <1 Age: 66 Board Committees: Audit, Compensation Mr. Wetherbee is currently the outgoing Executive Chairman of the Board of Directors of ATI Inc. (NYSE: ATI), a producer of high-performance materials and critical applications for the aerospace, defense, and other industries, a position he has held since July 2024. He previously served as President and Chief Executive Officer of ATI from January 2019 to July 2024. Mr. Wetherbee has been a member of the ATI Board of Directors since January 2019 and was first named board chair in May 2021. He joined ATI in 2010, holding a variety of roles with increasing responsibility. His professional career has also included serving as President & Chief Executive Officer at Minerals Technologies, Inc., a global specialty minerals company, and holding various leadership roles at Alcoa Corporation, a global industry leader in aluminum and related products. Mr. Wetherbee currently serves on the board of directors of Commercial Metals Company (NYSE: CMC), a steel and metal products business, where he has been Chairman of the Board since September 2024. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Strong experience in executive leadership and business development, with demonstrated track record of achieving growth and driving market share |
| ● | Substantial background in strategic planning and public company governance as a result of serving as chairman of the board of two publicly-traded companies |
| ● | Extensive experience with respect to mergers and acquisitions, operational matters, implementation of new technologies, and value creating initiatives |
30 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 1: ELECTION OF DIRECTORS
Paul G. Yovovich | ||
| | Years of Service: 13 Age: 72 Board Committees: Compensation, Governance Mr. Yovovich is a private investor, and until December 2023, he served as a principal of Lake Capital, a private equity firm he co-founded in 1998. He has over 40 years of experience as a senior executive, principal and corporate director, including serving as President of Advance Ross Corporation from 1993 to 1996 and in various executive positions with Centel Corporation from 1982 to 1992. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Broad strategic, operating, financial, accounting, regulatory, and business management experience gained through his more than 40 years of experience as a senior executive, principal, and corporate director |
| ● | Qualified as a Certified Public Accountant |
| ● | Significant experience in technology and data security issues |
| ● | Deep expertise in transactional, investment, and capital markets matters, as well as fostering growth and value creation, through his many years as an executive and as a private equity professional |
| ● | Substantial corporate governance expertise gained through his experience on serving on public and private company boards of directors |
GATX CORPORATION - 2026 Proxy Statement | 31 |
Table of Contents
DIRECTOR COMPENSATION
The Compensation Committee, with assistance from Pay Governance, reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. GATX’s non-employee director compensation program is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required of active Board membership.
Mr. Lyons receives no director compensation for his service on the Board. The Company’s non-employee director compensation program for 2025 consisted of the elements and amounts shown in the table below:
Our Non-Employee Director Compensation Program
| Current Annual |
| |
Type of Fee | Fee Amount ($) |
| |
- Cash Retainer |
| 90,000 | |
- Equity Retainer – Restricted Stock Units (“RSUs”) |
| 135,000 | |
- Non-Executive Chair of the Board |
| 75,000 | |
- Audit Committee Chair |
| 22,500 | |
- Compensation Committee Chair |
| 17,500 | |
- Governance Committee Chair |
| 15,000 |
Based on the results of a market study regarding director compensation conducted under the direction of the Compensation Committee, effective January 1, 2026, the annual equity retainer for Board service was increased to $145,000 and the additional annual cash retainer for serving as the non-executive Chair of the Board was increased to $85,000.
We offer a Directors’ Voluntary Deferred Fee Plan (the “Deferred Fee Plan”) in which non-employee directors may defer receipt of all (but not less than all) of their cash retainer and other cash fees in the form of deferred RSUs and all (but not less than all) of their equity retainer. The equity retainer is issued as an RSU award on the date of the annual meeting and vests in full and (unless deferred per a deferral election under the Deferred Fee Plan) is settled in shares of GATX common stock on the date of the first annual meeting of shareholders at which directors are elected following the grant date, subject to the director’s continued service through such date. Directors who are initially appointed or elected on a date other than the date of an annual shareholders’ meeting receive a prorated award based on the time period elapsed since the most recent annual shareholders’ meeting. Prior to 2025, directors could defer all or a portion of their cash retainer and cash fees into either a deferred cash account or deferred RSUs (or, prior to April 2022, deferred phantom stock units). If a deferral was into the deferred cash account, the deferred amount accrues interest at a rate equal to the 20-year US government bond rate.
Prior to April 2022, each non-employee director also received automatic quarterly awards of deferred phantom stock units under the Directors’ Phantom Stock Plan for both cash deferrals and the equity retainer. For RSUs which are not deferred under the Deferred Fee Plan, dividend equivalents accrue each quarter, and such accrued dividend equivalents are paid in cash at vesting. Deferred RSUs and deferred phantom stock units are credited with additional deferred RSUs or phantom stock units representing dividends declared on GATX common stock each quarter based on the date such dividend is paid. At the expiration of each director’s service on the Board, settlement of deferred RSUs and deferred phantom stock units is made in shares of common stock equal to the number of RSUs (or phantom stock units, as applicable) then credited to his or her account in accordance with his or her election/distribution forms on file. Any fractional units are paid in cash. The Directors’ Phantom Stock Plan was frozen to new contributions effective April 22, 2022, but that plan continues to govern phantom stock unit deferrals prior to that date.
The stock ownership goal for non-employee directors is 5.0 times the annual cash retainer. New directors have five years following election to the Board to achieve this ownership goal. All of our non-employee directors are in compliance with this ownership policy.
32 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
DIRECTOR COMPENSATION
2025 Non-Employee Director Compensation
| Fees earned | | Stock | |
| ||
or paid in cash | Awards | Total |
| ||||
Name | ($)(1) | ($)(2)(3) | ($) |
| |||
(a) | (b) | (c) | (d) |
| |||
Diane M. Aigotti |
| 112,500 |
| 134,936 |
| 247,436 | |
Anne L. Arvia |
| 105,000 |
| 134,936 |
| 239,936 | |
Shelley J. Bausch |
| 90,000 |
| 134,936 |
| 224,936 | |
John M. Holmes | 90,000 |
| 134,936 | 224,936 | |||
James B. Ream |
| 165,000 |
| 134,936 |
| 299,936 | |
Adam L. Stanley |
| 101,962 |
| 134,936 |
| 236,898 | |
David S. Sutherland(4) |
| 35,833 |
| — |
| 35,833 | |
Robert S. Wetherbee | 42,147 | 105,798 | 147,945 | ||||
Paul G. Yovovich |
| 90,000 |
| 134,936 |
| 224,936 |
(1) | Under the Deferred Fee Plan, each of Ms. Bausch and Mr. Holmes deferred their full cash retainer for 2025 into deferred RSUs. |
(2) | Each of Ms. Aigotti, Ms. Arvia, Ms. Bausch, Mr. Holmes, Mr. Ream, Mr. Stanley, and Mr. Yovovich received an equity grant of 943 RSUs with a grant date target value of $135,000 on April 25, 2025. Mr. Wetherbee was appointed as a board member on July 13, 2025 and received a prorated equity grant of 669 RSUs with a grant date target value of $105,781 on that date. These RSUs will vest in full and be paid in shares of GATX common stock on the date of the first annual meeting of shareholders at which directors are elected following the grant date, subject to the director’s continued service through such date, if not deferred per a deferral election. Under the Deferred Fee Plan, each of Ms. Aigotti, Ms. Bausch, Mr. Holmes, and Mr. Ream deferred their full equity retainer for 2025. The amounts shown in column (c) represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2025, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation - Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to the Company's audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
(3) | The aggregate number of RSUs and phantom stock units held on December 31, 2025 by each non-employee director was: Ms. Aigotti (18,964), Ms. Arvia (32,781), Ms. Bausch (3,170), Mr. Holmes (3,324), Mr. Ream (43,251), Mr. Stanley (8,613), Mr. Sutherland (76,024), Mr. Wetherbee (669), and Mr. Yovovich (35,965). |
(4) | Mr. Sutherland retired from the Board effective April 25, 2025. |
GATX CORPORATION - 2026 Proxy Statement | 33 |
Table of Contents
PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
We are seeking your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in the Compensation Discussion and Analysis below. We believe that we have designed compensation programs that pay for performance and align compensation with the long-term interests of our shareholders. In deciding how you vote on this proposal, we encourage you to read the Compensation Discussion and Analysis for a full description of our executive compensation philosophy and programs, the decisions our Compensation Committee has made under those programs, and the factors it considers in making those decisions.
We value the feedback provided by our shareholders, who approved our executive compensation program at the 2025 Annual Meeting of Shareholders by a favorable vote of approximately 98%. We have discussions with many of our shareholders on an ongoing basis regarding various topics, including executive compensation, and we take into account the views of shareholders regarding the design and effectiveness of our executive compensation program.
Shareholders are being asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders of GATX Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and the Executive Compensation Tables, together with the narrative discussion related thereto.”
Vote Required
Approval of the adoption of the advisory resolution to approve the compensation of our NEOs requires the affirmative vote of a majority of votes cast on the proposal. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this Proposal 2.
The Board of Directors recommends that you vote FOR adoption of the advisory resolution to approve the compensation of our NEOs as disclosed in this Proxy Statement. |
34 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
This section discusses material information relating to our executive compensation program and plans for our NEOs:
Robert C. Lyons | Brian L. Glassberg |
President and Chief Executive Officer | Executive Vice President, General Counsel and Secretary |
Thomas A. Ellman | Kim Nero |
Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Human Resources Officer |
Paul F. Titterton | |
Executive Vice President and President, Rail North America |
Executive Summary
Our Executive Compensation Program Supports Our Long-Term Focus Through Industry Cycles
GATX owns, leases, and manages transportation assets and provides critical services to customers worldwide. Our diverse portfolio of assets includes tank and freight railcars, locomotives, aircraft spare engines, and tank containers. We are the leading global railcar lessor, leasing railcars in North America, Europe, and India. Most of our railcar leases are service-intensive leases, under which we provide maintenance, engineering, administrative, and a variety of other value-added services. Railcar leasing accounted for a majority of our 2025 revenues.
| ● | The Railcar Leasing Market Is Highly Cyclical. The railcar leasing market in which GATX operates has historically been highly cyclical. Swings in railcar supply in North America may result in significant volatility in industry-wide railcar utilization and lease rates. In addition, many of our rail customers also operate in cyclical markets, such as the chemical, fertilizer, food/agricultural, refined petroleum, transportation, and construction industries. |
| ● | We Manage Our Business with a Long-Term View. Our operating assets have expected economic useful lives of up to 45 years. We proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling long-lived assets into constantly changing business conditions over decades. It is critical that we make disciplined investment decisions that match the long lives of our assets. Through multiple industry and economic cycles, we have maintained a long-term focus on investing while executing numerous strategic initiatives to enhance our competitive advantage. |
| ● | Our Strategy Is Consistent, but Our Tactics Vary with the Market Cycle. Our different approaches to fleet utilization risk, asset growth, lease rates, and lease term structure at different points in the railcar leasing market cycle enable GATX to generate strong long-term shareholder return. |
| - | In stronger railcar markets, we focus on increasing lease rates and lengthening lease terms to lock in attractive lease revenue for as long as possible. We knowingly accept more utilization risk in order to maximize fleet value as we increase lease rates. At the same time, we may be more selective with new railcar investments due to high railcar prices, unless we identify assets that can earn correspondingly higher lease rates over their full life. |
| - | Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investments. We may also reduce lease rates to maintain asset utilization and shorten lease terms so that we are positioned to capture value when market conditions and lease rates improve. |
| ● | Our Executive Compensation Program Supports This Long-Term Cyclical Approach and Strategy. Our executive compensation program is designed and managed by our Compensation Committee to motivate and retain management through each stage of the business cycle, including both strong and weak railcar leasing environments. The Compensation Committee sets goals intended to align executive compensation with the appropriate achievement of our dual goals of growth and return at various points in the business cycle. Reflecting this focus, our Compensation |
GATX CORPORATION - 2026 Proxy Statement | 35 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| Committee uses net income, excluding tax adjustments and other items (non-GAAP), as the performance measure in our annual incentive plan. For our long-term incentive plans, the Compensation Committee uses three-year average LTI-adjusted return on equity (non-GAAP) and three-year cumulative investment volume as the performance measures. Recognizing that our growth, investment, and returns will differ at various points in the cycle, the Compensation Committee sets performance goals for each of these measures with the intent of focusing management on achieving results that will have the biggest impact on our ability to generate long-term shareholder value given where we are in the business cycle. |
Our Long-Term Focus Through Industry Cycles Has Been Successful
Managing Leases Through Cycles. As illustrated in the table below, prior to its strengthening beginning in 2021, the North American railcar leasing market was in a weakened position for approximately six years, driven largely by an industry-wide oversupply of railcars that suppressed lease rates and created a highly competitive leasing environment. As described in the previous section, our offered rates and lease terms are tailored to prevailing market conditions, focusing on maximizing lease rates and lease duration during strong markets and maximizing future remarketing optionality during weak markets. The table below illustrates the results of our approach to managing leases in our North American railcar fleet through these cycles since 2007.
Lease Price Index
* | Excludes boxcars. |
Note: Our Lease Price Index (“LPI”) is an internally-generated business indicator that measures renewal activity for GATX’s North American railcar fleet, excluding boxcars. The LPI calculation includes all renewal activity based on a 12-month trailing average, and the renewals are weighted by the count of all renewals over the 12-month period. The average renewal lease rate change is reported as the percentage change between the average renewal lease rate and the average expiring lease rate. The average renewal lease term is reported in months and reflects the average renewal lease term in the LPI.
36 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Investment Focus in Relatively Weaker Markets; Attractive Investment Opportunities Found at All Points in Cycle. The cyclicality of our industry is also illustrated by the backlog of orders at the railcar manufacturers. Rising backlogs tend to represent a strengthening market while falling backlogs tend to represent a weakening market. We strive to achieve lower railcar cost by seeking to place large, multi-year new railcar orders and acquire existing fleets in relatively weaker markets at attractive prices, as illustrated by the following chart. However, having the most diverse fleet in the industry affords us opportunities to make attractive investments at any point in the business cycle.
NORTH AMERICAN INDUSTRY RAILCAR BACKLOG
Source of Backlog Data: Railway Supply Institute as of January 2026
GATX CORPORATION - 2026 Proxy Statement | 37 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Strong 2025 Financial and Operational Results
In 2025, we executed on our strategic priorities and delivered excellent financial results. At Rail North America, we continued to extend lease renewal terms at attractive rates while maintaining strong utilization and high renewal success. These strong results enabled us to embed a high level of quality, long-term committed cash flow into the business. We also optimized our diverse railcar fleet by capitalizing on a strong secondary market. In 2025, we signed a definitive agreement to acquire the rail operating lease portfolio from Wells Fargo through a newly formed joint venture with Brookfield. This transaction, which involved approximately 101,000 railcars and represents the largest railcar acquisition in the Company’s history, successfully closed on January 1, 2026. In Rail International, GATX Rail Europe increased renewal lease rates across the majority of car types despite a challenging economic environment. It also executed on an attractive opportunity to add approximately 6,000 railcars to their fleet through acquisition, further strengthening their competitive position. GATX Rail India also performed well, as it grew its fleet to over 12,000 railcars while maintaining 100% fleet utilization. In Engine Leasing, both the RRPF affiliates and our wholly owned aircraft spare engine portfolio delivered excellent results as robust global demand for aircraft engines continued. We continued to increase our direct investment in aircraft spare engines, while the RRPF affiliates significantly raised their level of investment over the prior year. By executing on our dual growth and return strategies, we delivered strong performance against the key metrics used in our compensation plans and produced diluted earnings per share of $9.12 (GAAP) and return on equity (GAAP) of 12.8%. Set forth below is a summary of our key financial and operational achievements during 2025 (dollars in millions, except for per share amounts), along with an illustration of our stock price performance over the past five years.
1 | For a reconciliation of net income, diluted earnings per share (EPS), and return on equity (ROE), excluding tax adjustments and other items (non-GAAP), to net income, diluted EPS, and ROE calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit A to this Proxy Statement. |
2 | Operational data in the charts relates to our Rail North America segment. |
3 | Excludes boxcars. |
38 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Stock Performance 1
| 1 | Total shareholder return calculation presented on an annualized basis covering periods ending on December 31, 2025 and assumes dividends are reinvested. |
GATX CORPORATION - 2026 Proxy Statement | 39 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Listed below are some key achievements during 2025:
Strong Earnings | ● Net income of $333.3 million (net income, excluding tax adjustments and other items (non-GAAP), of $319.8 million).1 ● Diluted earnings per share of $9.12 (diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $8.75).1 ● Return on equity of 12.8% (return on equity, excluding tax adjustments and other items (non-GAAP), of 12.3%).1 | |
Entered into a Major Transaction Agreement | ● In 2025, we signed a definitive agreement to acquire Wells Fargo’s rail operating lease portfolio through a newly formed joint venture with Brookfield. We successfully closed the Wells Fargo Transaction on January 1, 2026, acquiring approximately 101,000 railcars through the joint venture. | |
Excellent Operating Performance |
| ● Capitalized on favorable market conditions in North America by successfully increasing renewal lease rates and extending lease terms, locking in high-quality, long-term committed cash flow. ● Maintained high fleet utilization of 99% at Rail North America. ● Invested over $1.3 billion in attractive transportation assets, including over $640 million of investment volume at Rail North America. ● Successfully placed deliveries of new railcars under our multi-year supply agreement and identified incremental opportunities to acquire over 1,000 railcars in the secondary market at Rail North America. ● Investment volume of over $500 million at Rail International. ● Increased our direct investment in aircraft spare engines by acquiring seven engines for approximately $147 million. |
Returned Cash to Shareholders | ● Increased our dividend for the 15th consecutive year to $2.44 (annualized) per share, completing our 107th year of uninterrupted dividends. ● Returned approximately $155 million to shareholders through dividends and share repurchases. |
1 | Our 2025 financial results calculated in accordance with GAAP include a net positive impact of $13.5 million, or $0.37 per diluted share, from tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items (non-GAAP), to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit A to this Proxy Statement. |
40 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Summary of Key 2025 Compensation Actions
HOW WE DETERMINED NEO PAY FOR 2025
| ● | Substantial Majority of Pay Aligned with Performance. We design our pay programs to reward executives for positive Company performance and align with shareholder interests by having a significant portion of compensation comprised of performance-based and long-term incentive awards. As shown in the charts below, in our 2025 compensation design, approximately 84% of our CEO’s total target compensation and approximately 70% of total target compensation for our other NEOs (on an aggregate basis) was performance-based and not guaranteed. Please see Executive Compensation Tables—Pay Versus Performance Disclosure below for information about the relationship between compensation actually paid (as defined by the SEC) to our NEOs and our financial and stock price performance. |
| ● | Rigorous Incentive Targets. Our Compensation Committee carefully considered the market conditions affecting our business and set performance goals that would be appropriately rigorous and difficult to achieve. Annual incentive awards for our NEOs are determined by comparing the Company’s actual performance against our approved net income goals for the year. Long-term incentives in the form of performance shares are earned based on achievement of two equally weighted measures of three-year average LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). Please see —Market Assessment and Goal Setting below for more information about how the Compensation Committee establishes our annual and long-term performance measures. |
| ● | Market Data Considered in Designing Competitive Compensation Program. Our Compensation Committee also reviewed market compensation levels and program design features to provide a frame of reference for comparison in setting competitive 2025 executive compensation commensurate with market and for the purpose of retaining executive officers of outstanding ability and potential. The Compensation Committee reviewed the program design with an eye towards driving strong Company and NEO performance. |
HOW WE PAID OUR NEOS IN 2025
| ● | Annual Increases in Base Salaries Were in Line with Inflation and Other U.S. Salaried Employees. In 2025, all of our NEOs received the Company’s standard general increase of approximately 3.0% to their base salaries, effective March 1, 2025, consistent with our broader U.S. salaried employee base. Mr. Lyons received an additional increase of 2.3%, effective March 1, 2025, as the Compensation Committee continued to migrate his salary toward the market median. Mr. Titterton received an additional increase of 2.0%, effective March 1, 2025, to ensure better salary alignment with market compensation rates and internal pay equity considerations. |
| ● | Annual Incentive Payouts for NEOs Tied to Strong Performance. Annual incentive awards for our NEOs are based on objective, quantitative corporate financial goals. In February 2026, the Compensation Committee determined that the achieved payout relative to the corporate financial goals for 2025 was 102.1% of target as a result of our net income, excluding tax adjustments and other items (non-GAAP), results. |
| ● | Wells Fargo Transaction Team Incentive Awards. In 2025, certain of our NEOs received cash awards in recognition of their significant contributions in connection with the Wells Fargo Transaction. These performance awards were tied to key milestones related to the Wells Fargo Transaction, including signing and progressing towards closing. |
| ● | Long-Term Incentives. For 2025, the value of long-term incentives granted to each NEO was divided equally between non-qualified stock options (“NQSOs”) and performance shares. NQSOs vest ratably over three years and performance shares are earned based on achievement of two equally weighted measures: three-year average LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). |
| ● | Vesting of 2023-2025 Performance Shares. The performance shares granted in 2023 vested at the end of 2025 and were weighted equally between three-year average LTI-adjusted return on equity (non-GAAP) (achieving 11.5% versus a goal of 10.8%) and three-year cumulative investment volume (achieving $4.66 billion versus a goal of $3.19 billion), resulting in a payout of 136.1% of target. |
GATX CORPORATION - 2026 Proxy Statement | 41 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
2025 Say-on-Pay Vote
At our 2025 Annual Meeting of Shareholders, approximately 98% of shareholder votes were cast in favor of an advisory resolution approving the compensation of our NEOs as disclosed in our 2025 Proxy Statement (the “say-on-pay” resolution). Over the past five years, our say-on-pay resolutions have averaged 97% support. The Compensation Committee believes that the overwhelming votes in favor of these recent say-on-pay resolutions are a continuing affirmation of shareholders’ support of our approach to executive compensation and did not make any changes to our executive compensation plans or programs as a result of the 2025 vote.
42 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Practices
We regularly review and refine our executive compensation program to ensure that it continues to reflect practices and policies that are aligned with our pay-for-performance philosophy. We believe that our practices and policies set forth below are in line with current best practices for aligning executive and shareholder interests and sound corporate governance practices.
|
| |
What We Do | What We Don’t Do | |
✓ Pay for Performance — Approximately 84% of our CEO’s (and approximately 70% of our other NEOs’) total target compensation in 2025 was performance-based ✓ Robust Stock Ownership Guidelines — We have stock ownership guidelines for executive officers of 5.0x base salary for our CEO and 2.5x base salary for other executive officers ✓ Stock Retention Requirements — We require our executive officers to retain 50% of the after-tax profits realized from their GATX equity awards until stock ownership guidelines are met ✓ Annual “Say-on-Pay” Vote — We seek an annual non-binding advisory vote from our shareholders to approve compensation paid to our NEOs ✓ Clawback Policy — Recovery of annual incentive and performance share awards from executive officers in the event of an accounting restatement ✓ Independent Compensation Consultant — The Compensation Committee retains an independent compensation consultant and reassesses independence annually ✓ Annual Review of Compensation — The Compensation Committee, with input from its independent compensation consultant, conducts an annual review of all of our compensation programs in light of current best practices ✓ Annual Compensation Risk Assessment — Each year we perform an assessment of any risks that could result from our compensation plans and programs | ✘ Employment Agreements — We do not provide our executive officers with employment agreements, other than agreements entered into prior to 2023 that provide severance in connection with a change of control ✘ Hedging/Pledging of Company Stock — We prohibit our officers, directors, and employees from hedging, margining, pledging, short-selling, or publicly trading options in our stock ✘ No Change in Control Tax Gross-Ups — We do not provide change in control-related tax gross-ups to our executives ✘ Dividends on Unvested Equity Awards — We do not pay accrued dividends on unvested equity awards, including options, restricted stock, and performance shares, until vesting of the underlying award has occurred ✘ Perquisites — We do not provide excessive perquisites to our NEOs ✘ Repricing or Exchange of Underwater Options — We prohibit share repricing without shareholder approval ✘ Single-Trigger Change of Control Vesting/Benefits — We do not allow for single-trigger vesting or payment of benefits upon a change of control. Rather, we require double-trigger, or both a change of control and termination of executive’s employment, before vesting is accelerated |
GATX CORPORATION - 2026 Proxy Statement | 43 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Principles and Plan Design
Compensation Principles
Our Compensation Committee is responsible for the oversight of our executive compensation program, including approval of our Chief Executive Officer’s compensation and establishing the performance goals used to determine the compensation of our executive officers. Our executive compensation program is based on the following principles:
| ● | a substantial majority of management’s compensation should be performance-based and closely linked to our financial performance to align the interests of management with those of our shareholders |
| ● | performance goals should be robust and reward executives for the achievement of our annual and long-term business goals through changes in business cycles |
| ● | compensation opportunities should be competitive to enable us to attract, motivate, and retain key executives who are critical to delivering long-term shareholder value |
The Compensation Committee expects our executive team to create long-term shareholder value by growing capital employed while also earning an attractive return on that capital. The inherent cyclicality of the railcar leasing business is an important consideration in how we structure our executive compensation programs to appropriately incentivize management to achieve the financial goals that will positively impact the Company’s performance over the long-term.
Our compensation programs reflect this cyclicality by using multiple metrics to appropriately reward management for emphasizing current financial returns over growth in capital employed, and vice versa, when appropriate. As a result, the level of performance on which we measure our incentives reflects this cyclicality and may not reflect year-over-year increases. In this way, the Compensation Committee believes that our plans have been designed to reward executives for achieving those goals that will maximize long-term shareholder value.
Compensation Plan Design
The overarching goal of our compensation philosophy and incentive plan design is to motivate management by aligning their interests with those of our shareholders. The Compensation Committee establishes performance metrics for our annual and long-term plans through a multi-step process that considers the business plan and the macroeconomic environment impacting the railcar leasing industry each year. This approach to goal setting and creating alignment with shareholders is important to the Compensation Committee, and accordingly, each of our executive officers receives a large portion of their pay from equity. In our 2025 compensation design, approximately 84% of total target compensation for our Chief Executive Officer and approximately 70% of total target compensation for our other NEOs (on an aggregate basis) was performance-based and not guaranteed. Such portion was tied to annual and long-term incentives based on Company performance relative to objective, quantifiable financial goals, or with respect to stock options, will only have value if our stock price increases.
Note: The percentages in the charts above reflect compensation design effective March 1, 2025, including new base salary and incentive targets in effect for the NEOs as of such date and thus are not intended to match amounts shown in the Summary Compensation Table or the Grants of Plan-Based Awards Table below. The charts above do not include cash performance awards paid to certain NEOs in connection with the Wells Fargo Transaction.
Please see Executive Compensation Tables—Pay Versus Performance Disclosure below for required information about the relationship between compensation actually paid to our NEOs and our financial and stock price performance.
44 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
The following chart provides a snapshot of the primary elements of pay for these NEOs and explains why each element is included in our compensation design:
Incentive Type | | Compensation | | How Determined/ | | Key Features & | | Form of Payment |
FIXED | | Base Salary | | Typically consider market pay levels, specific responsibilities and experience of each NEO, and his or her individual performance. | | ● Attract and retain key talent ● Provide a degree of financial certainty | | Cash |
PERFORMANCE-BASED INCENTIVES | | Annual Incentive Awards | | Achievement of Company net income, excluding tax adjustments and other items (non-GAAP), goal. We set annual incentive opportunities to be competitive with the market. | ● Drive achievement of key business results on an annual basis | | Cash | |
| Long-Term Equity Based Incentive Awards | | We set target long-term incentive opportunities to be competitive with market. The value of annual long-term incentive awards to each NEO is divided equally between stock options and performance shares. Performance shares are tied to achievement of LTI-adjusted return on equity (non-GAAP) and investment volume goals. | | ● Directly tie interests of our NEOs to those of our shareholders ● Reward achievement of long-term objectives, typically over a three-year performance period ● Reward creation of long-term shareholder value | | Non-qualified stock options and performance shares |
Market Assessment and Goal Setting
Market Assessment Methodology. Our unique position as an independent, publicly-traded lessor means that there are no directly comparable peers against which we can assess pay and performance. Our Compensation Committee has considered multiple potential approaches for identifying a relevant peer group but has found all of them to lack appropriate comparability. For example, the companies in our General Industry Classification Standard (GICS) code have significantly different business models, customer bases, and asset composition, and they lack GATX’s focus on very long-lived assets. Our competitors in the leasing industry are typically very small parts of much larger diversified companies, which may or may not be publicly traded, making comparisons extremely difficult. However, we compete for executive talent against these much larger organizations. Lacking a clear group of peers for comparison, our Compensation Committee chose to use multiple data points to assess our 2025 executive compensation, including:
| ● | market survey data for companies with annual revenues between $1-3 billion |
| ● | results from our annual internal talent assessment, which includes survey data on pay for particular executive positions |
| ● | individual performance |
In addition to the unavailability of relevant peer pay data, lack of a peer group makes it difficult to make reasonable comparisons of GATX’s total shareholder return (“TSR”) to the TSR of other companies in our industry because there are no other independent, publicly-traded leasing companies. This is the primary reason why our Compensation Committee does not use relative TSR as a performance measure in our incentive plans. Instead, the Compensation Committee has chosen to use performance measures that reflect our financial performance and the cyclical nature of our business.
GATX CORPORATION - 2026 Proxy Statement | 45 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Performance Goals Aligned with Budget and Annual Objectives. In setting the performance measures for our annual and long-term incentive plans, our Compensation Committee reviews the Company’s budgets and business plans with management in multiple meetings each year. The Compensation Committee sets goals intended to align executive compensation with the appropriate achievement of our dual goals of growth and return at various points in the business cycle. Reflecting this focus, our Compensation Committee uses (a) net income, excluding tax adjustments and other items (non-GAAP), as the performance measure in our annual incentive plan and (b) three-year average LTI-adjusted return on equity (non-GAAP) and three-year cumulative investment volume as the performance measures in our long-term incentive plans. Recognizing that our growth, investment, and returns will differ at various points in the cycle, the Compensation Committee sets the performance goals for each of these measures with the intent of focusing management on achieving results that will have the biggest impact on our financial performance and long-term shareholder value given where we are in the business cycle. As a result of this balanced approach to goal setting, our long-term incentive plans will pay out at the maximum level only if performance is exceptional over the three-year performance period.
The graphs below show our compensation plan goals for our NEOs in 2025, and our actual achievement against such goals, for each of net income, excluding tax adjustments and other items (non-GAAP), LTI-adjusted return on equity (non-GAAP), and investment volume.
2025 Annual Incentive Plan Target Reflected Expectation of Continued Improvement
1 | For annual incentive award purposes, we use net income, excluding tax adjustments and other items (non-GAAP), as measured against the Company’s budgeted net income target. For a reconciliation of net income, excluding tax adjustments and other items (non-GAAP), to net income calculated in accordance with GAAP, as well as for information regarding why we believe this non-GAAP measure presents useful information to investors, please see Exhibit A to this Proxy Statement. |
Our budgeted net income varies from year to year based on anticipated lease rates, renewal success, and other factors specific to our business, including industry cycles and expected headwinds. Given the highly cyclical nature of our business, our budgeted net income may increase or decrease from year to year as we manage our dual goals of growth and return at various points in the business cycle. As a result, the target level of performance under our annual incentive plan may also increase or decrease each year as well.
In establishing the target and related performance and payout opportunities for 2025, the Compensation Committee considered the following expectations and uncertainties, among others:
| ● | We expected a slight increase in segment profit at Rail North America for 2025, primarily due to higher lease revenue. However, this increase was expected to be partially offset by increased interest, depreciation, and maintenance expenses, the latter resulting from higher tank car compliance activity. |
| ● | We expected favorable year-over-year performance at Rail International. Although the economic environment in Europe is challenging, we believed our Rail Europe business had positioned itself well to navigate the market and we |
46 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| expected it to grow in 2025. For Rail India, we anticipated strong performance and expected favorable market conditions to continue. |
| ● | In Engine Leasing, we projected an increase in segment profit due to a strong global aviation market and attractive investment opportunities across both our RRPF affiliates and wholly owned aircraft spare engine portfolios. |
As a result of these factors, at the time the performance opportunities were determined in early 2025, we expected GATX’s total net income in 2025 to increase approximately $40 million from the prior year’s budget.
Our Compensation Committee desired to set a target for our NEOs that would be appropriately rigorous and challenging. The Compensation Committee set the 2025 target at $311.2 million, which was the Company’s budgeted net income, excluding tax adjustments and other items (non-GAAP). Our Compensation Committee believes that consistently tying the target for purposes of our annual incentive plan to budgeted net income for the applicable year closely aligns management with the financial objectives set by the Board for the Company.
Our 2025 earnings were slightly above our expectations, driven by solid financial and operational performance across all our businesses. The result was net income, excluding tax adjustments and other items (non-GAAP), of $319.8 million, an achievement of 102.8% of target. Based on our plan design, this performance resulted in a payout to Mr. Lyons, Mr. Ellman, Mr. Titterton, and Mr. Glassberg at 102.1% of their target awards. For Ms. Nero, the Compensation Committee determined that the payout percentage would be 127.1% of target in light of her contributions to the talent and recruitment efforts related to the Wells Fargo Transaction. See —Detailed Compensation Discussion and Analysis—Short-Term Incentive Awards—Annual Incentive Awards below for more details about our annual incentive plan and how this payout was determined.
Long-Term Incentive Plan Targets Reflected Focus on Appropriate Balance of Growth and Return Over Long Term
|
|
1 | For performance share plan purposes, we use LTI-adjusted return on equity (non-GAAP), which excludes accumulated other comprehensive loss from the equity component for each year. Please see Exhibit A of this Proxy Statement for a reconciliation of LTI-adjusted return on equity (non-GAAP), as calculated for performance share purposes, to return on equity calculated in accordance with GAAP as reported in our financial statements. |
The LTI-adjusted return on equity (non-GAAP) and investment volume measures are weighted equally in calculating our performance share program results. Our Compensation Committee believes that these two measures strike an appropriate balance between achieving a meaningful return for our shareholders while holding to a disciplined investment strategy through business cycles. As with the targets under our annual incentive plan, our return on equity and investment volume targets are typically tied to our budgeted return on equity and investment volume for the applicable year, respectively, which similarly fluctuate from year to year. Under the terms of our 2023-2025 performance share program, both our cumulative investment volume and our average LTI-adjusted return on equity (non-GAAP) exceeded target. Based on these results, our executives earned 136.1% of their target performance shares. See —Detailed Compensation Discussion and Analysis—2025-2027 Performance Share Measures and Goal Setting below for more details on our performance share program.
GATX CORPORATION - 2026 Proxy Statement | 47 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
CEO Pay-For-Performance Alignment
We continue to maintain a strong pay and performance linkage through all points in the business cycle, as illustrated in the 2025 compensation decisions described above and in the following charts, which show our Chief Executive Officer’s compensation measured against our financial performance for the years 2008-2025 on the measures in our annual and long-term incentive plans. Please see Executive Compensation Tables—Pay Versus Performance Disclosure below for required information about the relationship between compensation actually paid to our NEOs and our financial and stock price performance for the years 2021-2025. As we continue to manage through cyclical market conditions, our Compensation Committee expects management to emphasize disciplined growth and investment over short-term financial returns.
1 | For a reconciliation of net income and return on equity, excluding tax adjustments and other items (non-GAAP), to net income and return on equity calculated in accordance with GAAP for 2023, 2024, and 2025, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit A to this Proxy Statement. |
2 | Amounts are as reported in the Summary Compensation Table, less change in pension value. |
48 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Detailed Compensation Discussion and Analysis
In 2025, our executive compensation program consisted of three main elements: base salary, annual and short-term incentives, and long-term equity compensation. We also provide various retirement and benefit programs. Further details on each element are discussed below.
Base Salary
Base salary constitutes approximately 16% of total target compensation for our Chief Executive Officer, and approximately 30% of total target compensation for our other NEOs, which is consistent with our philosophy that a majority of executive compensation should be performance-based.
In establishing salary levels, we typically consider market pay levels, the specific responsibilities and experience of each NEO, and his or her individual performance. Base salaries may be adjusted during the Compensation Committee’s annual review for:
| ● | Annual salary increases |
| ● | Changes in role, such as promotions or added responsibilities |
| ● | Market adjustments |
In 2025, all of our NEOs received the Company’s standard general increase of approximately 3.0% to their base salaries, effective March 1, 2025, consistent with our broader employee base. Mr. Lyons received an additional increase of 2.3%, effective March 1, 2025, as the Compensation Committee continued to migrate his salary toward the market median. Mr. Titterton received an additional increase of 2.0%, effective March 1, 2025, to ensure better salary alignment with market compensation rates and internal pay equity considerations.
Short-Term Incentive Awards
Annual Incentive Awards
Process for Setting Annual Incentive Targets. Target incentive opportunities for NEOs are expressed as a percentage of base salary and are intended to be competitive with the market. Please see —Process for Determining Executive Compensation—The Determination of Market Competitive Pay below for a description of how we determine competitive pay levels. In 2025, Mr. Lyons’s target incentive opportunity was 100% of his earned base salary, and the target incentive opportunities for our other NEOs were 70% of earned base salary for each of Mr. Ellman and Mr. Titterton and 55% of earned base salary for each of Mr. Glassberg and Ms. Nero.
Annual Incentive Plan Design. For annual incentive award purposes, we use net income, excluding tax adjustments and other items (non-GAAP). For a reconciliation of net income, excluding tax adjustments and other items (non-GAAP), to net income calculated in accordance with GAAP, please see Exhibit A to this Proxy Statement.
Our NEOs earn their annual incentive awards based on achievement against targeted net income established from a financial plan which is reviewed by the full Board. The Compensation Committee has chosen net income as the goal because it provides executives with a strong incentive to increase our profitability. Please see —Market Assessment and Goal Setting above for a discussion of how the Compensation Committee selects performance measures and designs annual performance goals.
The performance metrics and payout levels are generally established at the beginning of each year by the Compensation Committee with input from the independent consultant and management. The level of financial performance required for the maximum payout is established based on the Compensation Committee’s assessment of the level of performance that shareholders would likely consider superior in view of general economic conditions and the outlook for GATX and its industry in particular. This process is essentially reversed to establish the threshold or minimum performance level, defined as the level of financial performance below which no incentive is payable.
GATX CORPORATION - 2026 Proxy Statement | 49 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| ● | 2025 Annual Incentive Plan Design. As described above, at the time of budgeting and forecasting, we anticipated continued improvement in 2025 based on solid demand for existing railcars and a favorable environment for railcar lease renewals at Rail North America, ongoing earnings growth in Rail International, robust demand for global air travel, and attractive investment opportunities across our global businesses. As a result of these factors, we expected GATX’s total net income in 2025 to increase approximately $40 million from the prior year’s budget. During its review of the budget and business forecasts over multiple meetings, the Compensation Committee sought to set a target for our NEOs that would be appropriately rigorous and challenging, given these market tailwinds. The Compensation Committee set the 2025 net income target at $311.2 million, which was the budgeted net income for the year. |
The goals and payout levels under the 2025 annual incentive plan design, which are tied to fully quantitative, objective metrics, are shown in the following table:
2025 Annual Incentive Plan Design | |||||||
Net Income, excluding | |||||||
tax adjustments and | |||||||
other items | |||||||
(non-GAAP) | Achievement | ||||||
| (Millions) | | (Actual/Budget) | | Payout | ||
Threshold | $249.0 |
| 80% | 80% | |||
Target (Goal) | $311.2 |
| 100% | 100% | |||
Maximum | $497.9 |
| 160% | 170% | |||
The payout scale between threshold and target is linear. The payout scale between target and maximum, rather than linear, is a pre-approved flattened curve followed by an increasingly steepened curve, in order to increasingly incentivize higher performance.
| ● | 2025 Annual Incentive Plan Payouts. Net income, excluding tax adjustments and other items (non-GAAP), for 2025 was $319.8 million, which was 102.8% of the target net income level of performance. Based on the targets illustrated above and the pre-set payout scale, this level of performance resulted in incentive payouts to our NEOs of 102.1% of their target award levels. The Compensation Committee determined Ms. Nero’s payout percentage would be 127.1% of target in light of her contributions to talent and recruitment efforts relating to the Wells Fargo Transaction. |
Wells Fargo Transaction Awards
On January 1, 2026, we closed the Wells Fargo Transaction, resulting in our acquisition of Wells Fargo’s rail operating lease portfolio. The acquisition was completed through a newly formed joint venture with Brookfield to acquire approximately 101,000 railcars from Wells Fargo at a purchase price of approximately $4.2 billion. GATX’s initial ownership in the joint venture is 30%, with Brookfield owning 70%. We have the option to acquire up to 100% of the joint venture’s equity over time. Also on January 1, 2026, GATX directly purchased approximately 200 locomotives from Wells Fargo and Brookfield directly acquired Wells Fargo’s rail and locomotive finance lease portfolio. GATX will serve as manager of the railcars in the joint venture as well as the finance lease portfolio owned by Brookfield. The transaction significantly expands GATX’s scale and further diversifies our North American railcar portfolio, and we believe it is an important milestone for our Company.
Given the size and complexity of the deal, on July 3, 2025, the Compensation Committee approved the payment of performance awards to certain GATX executives and employees who were critical to the successful execution of the Wells Fargo Transaction, tied to the achievement of key milestones related to the transaction. These performance awards were intended to incentivize and reward the members of the GATX deal team (a) for achieving signing of the deal agreements, (b) to progress towards a successful closing of the transaction, and (c) to further the Company’s integration efforts after closing, with a portion of the award eligible to be earned based on each milestone, subject to continued employment. Each of Mr. Ellman, Mr. Titterton, and Mr. Glassberg were eligible for such award and received the payment of the first and second installments of such award in 2025 related to the achievement of the first and second milestones, respectively. Each of these NEOs remain eligible for a third installment of such award (equal to 10% of the total award) in 2026 based on continued efforts towards integration of the Wells Fargo fleet.
50 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Long-Term Equity-Based Incentive Awards
Process for Granting Awards
We set target long-term incentive opportunities for our NEOs to be competitive with the market. Long-term incentive target values for our NEOs are generally set with the goal to provide total direct compensation opportunities generally between the 50th and 75th percentiles based on market survey data of companies of similar revenue size to GATX, as described in more detail under —Process for Determining Executive Compensation—The Determination of Market Competitive Pay below. The Compensation Committee generally establishes an NEO’s target long-term incentive value for each year within this range based on its evaluation of individual performance and responsibilities and overall leadership within the organization. The value of the regular, annual long-term incentive awards to each NEO is divided equally between NQSOs and performance shares. We chose this combination of grant types because it focuses executive attention on total shareholder return and on specific financial goals, both of which are essential to our long-term success.
Annual long-term incentive awards are granted to our NEOs during the first quarter of each calendar year. We grant NQSOs to NEOs at the same time we grant them to other employees. NQSOs vest ratably over a three-year period and expire seven years after the grant date. The NQSOs granted to the NEOs on January 30, 2025 will vest in three equal installments on January 30 of 2026, 2027, and 2028. Please see Executive Compensation Tables—Option Grant Practices below for additional required information about our policies and practices related to the grant and timing of stock option awards.
Award Types and How Each Fits into Our Program
Non-Qualified Stock Options. NQSOs are granted to align the interests of our NEOs and other employees with our shareholders. NQSOs are granted at an exercise price equal to fair market value of our common stock (the average of the high and low trading prices on the date of grant) as approved by the Compensation Committee. Because TSR is composed of stock price appreciation and dividends, dividend equivalents are attached to NQSOs. We believe that rewarding both components of shareholder return better aligns management and shareholder interests. Dividend equivalents accrue until vesting and are paid in cash each quarter thereafter until the NQSO is exercised or expires. Because the value of dividend equivalents is fully factored into the determination of grant size, the number of NQSOs granted is correspondingly smaller than it would be if dividend equivalents were not attached because the value of each NQSO is higher.
Performance Shares. Performance shares are designed to focus attention on, and to reward the achievement of, our long-term financial and strategic objectives. The Compensation Committee establishes the goals for which the performance shares may be earned at the beginning of a three-year performance period rather than annually. At the end of the performance period, a percentage ranging from 0% to 200% of the number of performance shares initially awarded will be earned based on the extent to which the three-year goals are achieved. Each earned performance share equals one share of our common stock at the end of the performance period, with payment of earned performance shares generally made in the form of GATX common stock.
| ● | Performance Metrics Design. Performance shares are earned based on achievement of two equally weighted measures of three-year average LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). |
| ● | Dividends Paid Only on Performance Shares Earned. Accumulated dividend equivalents are paid in cash on performance shares, only if earned, at the end of the performance period once the underlying awards vest and are settled. |
| ● | Cash Election Feature. Participants have the opportunity to elect to receive their performance share payout in the form of cash if the participant meets one of two conditions: (1) the participant has exceeded 150% of his or her stock ownership goal or (2) the participant is within five years of normal retirement age (65) under the Company’s pension plan. This election must be made no later than the determination date for the performance period. The cash value is determined based on the number of performance shares earned multiplied by the fair market value of GATX stock on the day the award is earned. This optional cash election feature was implemented to address the accumulation of high concentrations of GATX stock beyond the required stock ownership requirements and limited opportunities for our NEOs to diversify due to restrictions related to the trading of GATX stock, such as insider trading blackouts. As such, the Compensation Committee believes that there should be an appropriate balance between our compensation programs and philosophy and the participants’ needs for moderate and transparent diversification as they approach retirement. |
GATX CORPORATION - 2026 Proxy Statement | 51 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Restricted Stock Units. RSUs vest based solely on continued employment and are designed to recognize and incentivize employees by providing equity value if the individual remains employed through the vesting date. RSUs have not historically been a part of our executive compensation program, and none of our NEOs received an RSU grant in 2025.
2025-2027 Performance Share Measures and Goal Setting
Background
Our target setting process, conducted at the beginning of each three-year performance period, combines goals related to growth and return to reflect the cyclical nature of our business. Our targets are designed to incentivize behavior which enhances long-term shareholder value at all points in the business cycle.
Design
The number of performance shares granted in 2025 and to be earned in 2027 is subject to two equally weighted measures, in each case, for a three-year performance period ending on December 31, 2027:
| ● | Three-year average LTI-adjusted return on equity (non-GAAP) (return measure) |
| ● | Three-year cumulative investment volume (growth measure) |
Three-year average LTI-adjusted return on equity (non-GAAP) is defined as GAAP net income divided by total GATX shareholders’ equity, excluding accumulated other comprehensive loss. Three-year cumulative investment volume is defined as the sum of cumulative GAAP-basis portfolio investments and capital additions as reported on the Company’s audited statement of cash flows for each year in the performance period.
Rationale
The Compensation Committee determined the long-term incentive program should continue to be based upon these performance measures for the 2025-2027 period as it believes these measures establish an appropriate balance between achieving a meaningful return for shareholders while following a disciplined investment strategy. As stated above, we establish our growth and return objectives depending on where we are in the business cycle. When the market is stronger and asset prices are high, we employ several strategies to maximize returns while investing prudently. When the market is weaker and asset prices are reduced, we emphasize making prudent investments at attractive prices over attempting to earn an unsustainably high short-term return. We believe that a single-minded focus on achieving growth over return, or vice versa, at the wrong points in the cycle is likely to impair shareholder value over the longer term.
The LTI-adjusted return on equity (non-GAAP) and cumulative investment targets, which are quantitative, objective metrics, for the 2025-2027 performance period were set in the first quarter of 2025. Consistent with our objective of striking an appropriate balance between our growth and return objectives, the Compensation Committee set the LTI-adjusted return on equity (non-GAAP) target for the 2025-2027 performance period at 11.3%, which is the budgeted amount and up slightly from the prior year’s three-year plan target, and the cumulative investment volume target for the 2025-2027 performance period at $3.57 billion, which is the budgeted amount and down from the prior year’s three-year plan target.
Formula for Determining Share Awards
In granting performance shares for the 2025-2027 performance period, we determined the number of shares awarded by dividing the value of the performance share award by the average of the closing prices of our common stock on the four Fridays immediately preceding the Compensation Committee meeting at which the grant was awarded. To determine the number of NQSOs awarded, we used the same average closing price multiplied by 29.4%, which represents the value of the NQSO award based on the Black-Scholes valuation methodology.
52 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
2025 Long-Term Incentive Payouts
The performance shares granted in 2023 vested at the end of 2025. Each target award was based 50% on a three-year average LTI-adjusted return on equity (non-GAAP) goal and 50% on a three-year cumulative investment volume goal. The goals and payout levels under the 2023-2025 performance share plan are indicated in the following table:
Performance Share Plan Design
LTI-Adjusted Return on Equity (non-GAAP)1 | |||||
Average | |||||
Three-Year | |||||
LTI-Adjusted | |||||
| ROE (non-GAAP) | | Payout | | |
Threshold | 7.6% | 25% | |||
Target (Goal) | 10.8% | 100% | |||
Maximum | 15.1% | 200% | |||
1 For performance share plan purposes, we use LTI-adjusted return on equity (non-GAAP), which excludes accumulated other comprehensive loss from the equity component for each year. Please see Exhibit A of this Proxy Statement for a reconciliation of LTI-adjusted return on equity (non-GAAP), as calculated for performance share purposes, to return on equity calculated in accordance with GAAP as reported in our financial statements. |
Investment Volume | |||||
Three-Year | |||||
Cumulative | |||||
Investment | |||||
| Volume (billions) | | Payout | ||
Threshold | $2.24 |
| 25% | ||
Target (Goal) | $3.19 |
| 100% | ||
Maximum | $5.74 |
| 200% | ||
As discussed above, the three-year average LTI-adjusted return on equity (non-GAAP) for the period was 11.5%, which was higher than the goal of 10.8%, and the cumulative investment volume for the period was $4.66 billion, which was higher than the goal of $3.19 billion. Based on these results, performance share payouts were 136.1% of target. Each of Mr. Lyons, Mr. Ellman, and Mr. Titterton elected to receive their performance share payouts in the form of cash. For more details regarding the 2023-2025 performance share payments to the NEOs, please see the Executive Compensation Tables—Option Exercises and Stock Vested Table below.
Employee Benefits – Severance – Double-Trigger Vesting
Employee Benefit Plans
We sponsor a standard array of retirement, health, and welfare benefits. Our retirement programs include 401(k) and defined benefit pension programs. The pension and 401(k) programs are intended to supplement employees’ personal retirement savings and social security benefits. Health and welfare benefits include medical, dental, vision, life, and disability insurance. These programs provide protection against catastrophic loss and encourage health maintenance. Our NEOs participate in the same programs as other salaried employees. Additionally, we have a supplemental pension plan available to eligible salaried employees, including our NEOs, which is intended solely to restore pension benefits limited by law to the level specified by formula in the qualified pension plan applicable to all salaried employees. No excessive perquisites were paid to our NEOs in 2025.
GATX CORPORATION - 2026 Proxy Statement | 53 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Executive Severance Plan
In February 2023, following a market review and consultation with Pay Governance, our Compensation Committee adopted an Executive Severance Plan for our eligible executives located in the United States, including our NEOs. Pursuant to the Executive Severance Plan, participants will be eligible to receive the following severance benefits upon a qualifying termination, including in connection with a change of control (“COC”) of the Company.
Executive Benefit | | Termination other than for “cause” not in | | Termination other than for “cause” or for |
Base Salary | Lump sum payment equal to the executive’s base salary for the specified period depending on position: ● 24 months (Chief Executive Officer) ● 18 months (Executive Vice President) ● 12 months (Senior Vice President) | | Lump sum payment equal to the executive’s base salary for the specified period depending on position: ● 36 months (Chief Executive Officer) ● 24 months (Executive Vice President) ● 18 months (Senior Vice President) | |
Annual Bonus | Lump sum payment equal to a multiple of the executive’s target bonus: ● 2x (Chief Executive Officer) ● 1.5x (Executive Vice President) ● 1x (Senior Vice President) | | Lump sum payment equal to a multiple of the executive’s target bonus: ● 3x (Chief Executive Officer) ● 2x (Executive Vice President) ● 1.5x (Senior Vice President) | |
Prorated Bonus | Lump sum payment equal to executive’s annual bonus for the year in which the termination occurs, based on the Company’s actual performance, and based on 100% achievement of any individual performance goals, prorated for the period of time through the termination date. | | Lump sum payment equal to executive’s target bonus for the year in which the termination occurs, prorated for the period of time through the termination date. | |
Prior Year Bonus | Lump sum payment equal to the executive’s earned prior year bonus, if unpaid. | |||
COBRA Premiums | Continued COBRA premiums for the duration of the severance period. | |||
Outplacement Services | Company-paid outplacement services up to $25,000 for a period of 12 months following the termination date. | |||
Employee Assistance Program | Continued use of the Company’s Employee Assistance Program during the 90-day period following the termination date. | |||
Tuition Reimbursement | Tuition reimbursement for classes in which the executive was enrolled in as of the termination date. | |||
The executive’s receipt of any severance benefits is subject to the executive signing a general release of claims in favor of the Company.
Pursuant to the terms of the Executive Severance Plan, our NEOs will not be eligible for benefits under the plan to the extent they are a party to an existing COC agreement and would receive equal or greater benefits under such agreement as a result of any termination.
Change of Control Agreements
Prior to the adoption of our Executive Severance Plan, when an individual became an executive officer, the individual executed a COC agreement with the Company that provides certain benefits if employment is terminated in connection with a COC. This protection is provided for competitive reasons and to ensure the stability, continuity, and impartiality of our executives in a COC situation. The level of protection provided is intended to be similar to that provided by similarly sized organizations. These existing COC agreements remain in force, including for all NEOs, but individual COC agreements are no longer offered to new executive officers.
54 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
These COC agreements are “double-trigger” agreements, meaning that benefits are payable only if a COC occurs and an executive’s employment is terminated or constructively terminated. For a description of the key terms of these agreements, please see the Executive Compensation Tables—Potential Payments upon Termination or Change of Control Table—Key Provisions of the COC Agreements below. NEOs are not entitled to any tax “gross up” in respect of excise taxes, if any, that might arise under the “golden parachute” sections of the federal income tax law (Sections 280G and 4999 of the Internal Revenue Code (the “Code”)), and may be subject to a reduction in benefits if any such excise tax were applicable and the reduced benefit would maximize the after-tax payment to the NEO.
Double-Trigger Equity Vesting
The vesting of equity awards upon a COC is determined under the GATX Corporation Amended and Restated 2012 Incentive Award Plan and related grant agreements. These terms apply to all employees who receive long-term incentive awards. In addition, all grant agreements require both a COC event and an executive’s actual or constructive termination before vesting is accelerated.
Process for Determining Executive Compensation
Compensation Committee and Management
The Compensation Committee, with input from the independent compensation consultant, regularly reviews:
| ● | the competitiveness of our compensation program |
| ● | the competitiveness of each NEO’s compensation |
| ● | recent developments and current trends in executive compensation practices |
Our human resources staff and the Chief Executive Officer also provide input to the Compensation Committee regarding base salary increases, target level annual incentives, long-term incentive awards, and the goals applicable to earning such compensation. After reviewing these recommendations, the Compensation Committee determines and approves the compensation of each NEO as well as the performance goals. Our Chief Executive Officer, however, does not participate in, nor is he present during, any discussions of his own compensation. Such discussions occur during the Compensation Committee’s executive sessions. The Compensation Committee also reviews its pay decisions regarding our Chief Executive Officer with the other independent directors on the Board.
The Determination of Market Competitive Pay
We structured our 2025 executive compensation program to provide total direct compensation opportunities generally between the 50th and 75th percentiles based on market survey data of companies of similar revenue size to GATX (which we refer to as “competitive” or “market” pay levels throughout this Compensation Discussion and Analysis). GATX is larger in scope (revenues, assets, etc.) in general than the median of the data sources available, as more fully described below.
Because we have no direct peers in the railcar leasing business for which relevant compensation data is available, gathering information on competitive pay levels with precision for our particular industry is not possible. Instead, the Compensation Committee, with assistance from our human resources staff and the independent compensation consultant, regularly reviews information on pay for executives as reported in national compensation surveys such as those published by Aon and Willis Towers Watson for organizations of similar revenue as ours.
For the assessment of 2025 executive compensation, these surveys included general, non-company specific compensation information, on an aggregate basis, for public companies with annual revenues between $1-3 billion. We used these surveys to better understand current compensation practices at other companies of similar revenue size and as a data point to assist us in meeting our goal of having the various elements of compensation be market-competitive. The Compensation Committee did not receive individual company information for any of the companies included in the surveys. While these surveys were a starting point for our compensation review process for 2025 executive compensation, actual compensation decisions with respect to specific individuals are influenced by a variety of factors in addition to the surveys, including experience, tenure, skills, unique responsibilities, individual performance, and our specific talent requirements.
GATX CORPORATION - 2026 Proxy Statement | 55 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Governance
Stock Ownership and Stock Retention Requirements
To underscore the importance of stock ownership, we have established stock ownership and stock retention guidelines for our NEOs and other members of senior management. The guidelines require each executive to own GATX equity equal in value to the following multiple of the executive’s base salary: 5.0 times for the Chief Executive Officer and 2.5 times for other NEOs. For purposes of meeting the ownership requirement, unvested RSUs and the after-tax value of in-the-money NQSOs (assuming a 30% effective tax rate) are counted, but performance shares are not. Until the ownership requirement is met, each executive must retain at least 50% of the after-tax equity realized upon the vesting of performance shares and the exercise of NQSOs. Each of our NEOs is in compliance with the stock ownership and stock retention guidelines.
Clawback Policy
In accordance with Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards, we have a policy that provides for the mandatory recovery from current and former executive officers of incentive-based compensation that was erroneously awarded during the three years preceding the date the Company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. The policy was adopted by the Board, effective as of October 2, 2023, and is administered and overseen by the Compensation Committee. The full text of this policy can be found as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Tax Considerations
Our Compensation Committee considers the tax impact on both the executives and the Company in determining executive compensation. However, the Committee also looks at other factors in making its decisions as described earlier in this Compensation Discussion and Analysis and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not tax deductible by GATX.
Compensation Committee’s Independent Consultant
The Compensation Committee retained Pay Governance as its independent compensation consultant during 2025. Pay Governance does not have any other consulting engagements with GATX or our management. The Compensation Committee has assessed the independence of Pay Governance and its employees working on GATX matters pursuant to applicable SEC rules and NYSE listing standards and determined that no conflict of interest or independence concerns exist.
With respect to Chief Executive Officer compensation, Pay Governance provides an independent recommendation to the Compensation Committee in the form of a range of possible outcomes, for the Committee’s consideration. In developing its recommendation, Pay Governance relies on its understanding of GATX’s business and compensation programs and its own independent research and analysis. Pay Governance does not meet with our Chief Executive Officer with respect to his compensation. In addition to advising on Chief Executive Officer compensation, Pay Governance reviews the Chief Executive Officer’s recommendations on compensation of his direct reports.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K.
Adam L. Stanley (Chair)
Anne L. Arvia
Robert S. Wetherbee
Paul G. Yovovich
56 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Change in | |||||||||||||||||||||||||||||||
Pension Value | |||||||||||||||||||||||||||||||
and Non- | |||||||||||||||||||||||||||||||
Non-Equity | Qualified | Total | |||||||||||||||||||||||||||||
Incentive | Deferred | Without | |||||||||||||||||||||||||||||
Stock | Option | Plan | Compensation | All Other | Change in | ||||||||||||||||||||||||||
Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Pension | |||||||||||||||||||||||
Principal Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(2) | ($)(4) | ($)(5) | ($)(6) | Total ($) | Value ($)(7) | |||||||||||||||||||||
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | |||||||||||
Robert C. Lyons |
| 2025 | 991,667 | — | 2,281,830 | 2,302,105 | 1,012,093 | 1,564,936 | 25,750 | 8,178,380 | 6,613,444 | ||||||||||||||||||||
President and |
| 2024 | 936,667 | — | 2,058,899 | 2,021,463 | 979,001 | 835,080 | 15,525 | 6,846,635 | 6,011,555 | ||||||||||||||||||||
Chief Executive Officer |
| 2023 | 858,333 | — | 1,809,082 | 1,794,322 | 919,015 | 1,081,846 | 9,900 | 6,472,498 | 5,390,652 | ||||||||||||||||||||
Thomas A. Ellman |
| 2025 | 637,583 | 450,000 | 721,278 | 729,575 | 455,502 | 485,641 | 15,750 | 3,495,329 | 3,009,688 | ||||||||||||||||||||
Executive Vice President |
| 2024 | 618,483 | — | 700,633 | 687,388 | 452,507 | 44,695 | 15,525 | 2,519,231 | 2,474,536 | ||||||||||||||||||||
and Chief Financial | 2023 | 596,583 | — | 619,642 | 615,900 | 447,133 | 507,862 | 9,900 | 2,797,020 | 2,289,158 | |||||||||||||||||||||
Officer |
| ||||||||||||||||||||||||||||||
Paul F. Titterton | 2025 | 625,000 | 450,000 | 636,519 | 640,843 | 446,511 | 390,427 | 15,750 | 3,205,050 | 2,814,623 | |||||||||||||||||||||
Executive Vice President |
| 2024 | 591,450 | — | 534,960 | 524,585 | 432,727 | 40,935 | 15,525 | 2,140,182 | 2,099,247 | ||||||||||||||||||||
and President, Rail North |
| 2023 | 544,750 | — | 387,418 | 385,964 | 408,284 | 322,757 | 9,900 | 2,059,073 | 1,736,316 | ||||||||||||||||||||
America |
| ||||||||||||||||||||||||||||||
Brian L. Glassberg |
| 2025 | 461,250 | 450,000 | 305,795 | 305,633 | 258,913 | 70,800 | 15,750 | 1,868,141 | 1,797,341 | ||||||||||||||||||||
Executive Vice President, | 2024 | 441,667 | — | 280,759 | 275,860 | 253,896 | 43,700 | 15,525 | 1,311,406 | 1,267,706 | |||||||||||||||||||||
General Counsel and | 2023 | 400,000 | — | 232,224 | 229,936 | 235,554 | 45,048 | 9,900 | 1,152,662 | 1,107,614 | |||||||||||||||||||||
Secretary | |||||||||||||||||||||||||||||||
Kim Nero |
| 2025 | 443,533 | — | 265,909 | 266,196 | 309,954 | 45,451 | 15,750 | 1,346,793 | 1,301,342 | ||||||||||||||||||||
Executive Vice President | 2024 | 430,250 | — | 266,847 | 262,293 | 247,333 | 30,152 | 15,525 | 1,252,400 | 1,222,248 | |||||||||||||||||||||
and Chief Human |
| 2023 | 415,000 | — | 242,419 | 242,254 | 244,387 | 29,531 | 9,900 | 1,183,491 | 1,153,960 | ||||||||||||||||||||
Resources Officer |
| ||||||||||||||||||||||||||||||
(1) | The amount shown in this column for each of Mr. Ellman, Mr. Titterton, and Mr. Glassberg in 2025 represents the first and second installments of the cash performance award granted to these NEOs in connection with the Wells Fargo Transaction. See Compensation Discussion and Analysis—Detailed Compensation Discussion and Analysis—Short-Term Incentive Awards—Wells Fargo Transaction Awards above for more information. |
(2) | For awards granted under the GATX Corporation Amended and Restated 2012 Incentive Award Plan, amounts shown reflect the grant date fair market value of performance shares and stock options granted in the years shown, in accordance with ASC Topic No. 718, Compensation - Stock Compensation. |
(3) | In the event the performance shares granted in 2025 pay out at maximum value (i.e., 200% of target), the total grant date values for the 2025 grants of performance shares are as follows: Mr. Lyons ($4,563,660), Mr. Ellman ($1,442,555), Mr. Titterton ($1,273,038), Mr. Glassberg ($611,590), and Ms. Nero ($531,818). |
(4) | The amounts shown reflect the annual incentive awards earned by each NEO for the years shown. |
(5) | Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2025 and the assumptions used in the calculation of that value. We determined the December 31, 2025 present values using the same assumptions as previous years except that the interest rates used for discounting under ASC Topic No. 715, Compensation - Retirement Benefits, were 5.31% in 2025, 5.59% in 2024, and 4.95% in 2023. |
(6) | For Mr. Lyons in 2025, the amount shown reflects (a) matching 401(k) contributions and (b) a $10,000 charitable donation made by an affiliate of GAMCO Investors, Inc. to the John G. Shedd Aquarium in the name of Mr. Lyons in recognition of his induction into the GAMCO Management Hall of Fame in 2025. For each of the other NEOs in 2025, the amounts shown reflect matching 401(k) contributions made for such NEO. All other compensation excludes dividends on RSUs (if any), performance shares and NQSOs held by each NEO because those dividends are included in the grant date fair value amounts for stock and option awards as reported in columns (e) and (f) of the table above and in column (l) of the Grants of Plan-Based Awards Table. |
(7) | The amounts shown in this Total Without Change in Pension Value column represent total compensation, as determined under applicable SEC rules (column (j)), minus the amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (column (h)). The amounts shown in the Total Without Change in Pension Value column differ substantially from, and are not a substitute for, the amounts required to be reported in the Total column pursuant to SEC regulations. We are presenting this supplemental column to illustrate how the Compensation Committee views the annual compensation elements for the NEOs. While the Compensation Committee does review the table in its totality, we note that the change in pension value amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column does not reflect current compensation and represents the present value of an estimated stream of payments to be made following retirement. The methodology used to report the change in pension value under applicable accounting rules is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that do not relate to our performance and are outside of the control of the Compensation Committee. |
GATX CORPORATION - 2026 Proxy Statement | 57 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards Table
All Other | |||||||||||||||||||||||
All Other | Option | Grant | |||||||||||||||||||||
Stock Awards: | Awards: | Exercise | Date Fair | ||||||||||||||||||||
Estimated Future Payouts | Estimated Future Payouts | Number | Number of | or Base | Value of | ||||||||||||||||||
Under Non-Equity Incentive | Under Equity Incentive | of Shares | Securities | Price of | Stock | ||||||||||||||||||
Plan Awards(1) | Plan Awards(2) | of Stock | Underlying | Option | & Option | ||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | ||||||||||||
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) |
|
Robert C. Lyons | 793,332 | 991,665 | 1,685,831 | ||||||||||||||||||||
1/30/2025 | 46,700 | 166.19 | 2,302,105 | ||||||||||||||||||||
1/30/2025 | 3,433 | 13,730 | 27,460 | 2,281,830 | |||||||||||||||||||
Thomas A. Ellman | 357,046 | 446,307 | 758,722 | ||||||||||||||||||||
1/30/2025 | 14,800 | 166.19 | 729,575 | ||||||||||||||||||||
1/30/2025 | 1,085 | 4,340 | 8,680 | 721,278 | |||||||||||||||||||
Paul F. Titterton | 349,999 | 437,499 | 743,748 | ||||||||||||||||||||
1/30/2025 | 13,000 | 166.19 | 640,843 | ||||||||||||||||||||
1/30/2025 | 958 | 3,830 | 7,660 | 636,519 | |||||||||||||||||||
Brian L. Glassberg | 202,950 | 253,688 | 431,270 | ||||||||||||||||||||
1/30/2025 | 6,200 | 166.19 | 305,633 | ||||||||||||||||||||
1/30/2025 | 460 | 1,840 | 3,680 | 305,795 | |||||||||||||||||||
Kim Nero | 195,154 | 243,943 | 414,703 | ||||||||||||||||||||
1/30/2025 | 5,400 | 166.19 | 266,196 | ||||||||||||||||||||
1/30/2025 | 400 | 1,600 | 3,200 | 265,909 | |||||||||||||||||||
(1) | Amounts shown reflect target, threshold and maximum annual incentive payouts for 2025 under the GATX Corporate Officers’ Incentive Plan (“COIP”) based on the achievement of performance goals. Maximum amount represents 170% of target and threshold amounts represent 80% of target based on 2025 determinations. |
(2) | Amounts shown reflect the number of performance shares granted in 2025 under the GATX Corporation Amended and Restated 2012 Incentive Award Plan. The percentage of each performance share award that will be earned is based upon the achievement of two equally weighted performance goals: three-year average LTI-adjusted return on equity (non-GAAP) and three-year cumulative investment volume. |
(3) | The amounts shown reflect the number of NQSOs granted in 2025 under the GATX Corporation Amended and Restated 2012 Incentive Award Plan. |
(4) | The value of stock awards and option awards is determined using the aggregate grant date fair value computed in accordance with ASC 718 Compensation - Stock Compensation. |
58 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Outstanding Equity Awards at Fiscal Year-End Table
The following table summarizes the number of shares of our stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Equity | |||||||||||||||||||
incentive | Equity incentive | Equity incentive | |||||||||||||||||
plan awards: | Market | plan awards: | plan awards: | ||||||||||||||||
Number of | Number of | Number | value | Number of | Market or | ||||||||||||||
securities | Number of | securities | of shares | of shares | unearned | payout value of | |||||||||||||
underlying | securities | underlying | or units of | or units of | shares, units or | unearned | |||||||||||||
unexercised | underlying | unexercised | stock | stock | other rights | shares, units or | |||||||||||||
options | unexercised | unearned | Option | Option | that have | that have | that have | other rights | |||||||||||
(#) | options (#) | options | Exercise | expiration | not vested | not vested | not vested | that have | |||||||||||
Name | Exercisable | Unexercisable | (#) | Price ($) | date | (#) | ($) | (#) | not vested ($) | ||||||||||
(a) | | (b) | | (c) | (d) | | (e) | | (f) | | (g) | (h) | | (i) | (j)(6) |
| |||
Robert C. Lyons | — | 46,700 | (1) | 166.1930 | 1/30/2032 | |
| | 13,730 | (4) | 2,328,608 | ||||||||
14,900 | 29,800 | (2) | 126.4680 | 1/25/2031 | 16,280 | (5) | 2,761,088 | ||||||||||||
29,133 | 14,567 | (3) | 113.2800 | 1/26/2030 | |||||||||||||||
45,000 | 103.1500 | 1/28/2029 | |||||||||||||||||
17,100 | 91.3600 | 1/29/2028 | |||||||||||||||||
18,200 | 77.0700 | 1/31/2027 | |||||||||||||||||
Thomas A. Ellman | — | 14,800 | (1) | 166.1930 | 1/30/2032 | 4,340 | (4) | 736,064 | |||||||||||
5,066 | 10,134 | (2) | 126.4680 | 1/25/2031 | 5,540 | (5) | 939,584 | ||||||||||||
10,000 | 5,000 | (3) | 113.2800 | 1/26/2030 | |||||||||||||||
17,200 | 103.1500 | 1/28/2029 | |||||||||||||||||
17,100 | 91.3600 | 1/29/2028 | |||||||||||||||||
18,200 | 77.0700 | 1/31/2027 | |||||||||||||||||
Paul F. Titterton | — | 13,000 | (1) | 166.1930 | 1/30/2032 | 3,830 | (4) | 649,568 | |||||||||||
3,866 | 7,734 | (2) | 126.4680 | 1/25/2031 | 4,230 | (5) | 717,408 | ||||||||||||
6,266 | 3,134 | (3) | 113.2800 | 1/26/2030 | |||||||||||||||
10,100 | 103.1500 | 1/28/2029 | |||||||||||||||||
Brian L. Glassberg | — | 6,200 | (1) | 166.1930 | 1/30/2032 | 1,840 | (4) | 312,064 | |||||||||||
2,033 | 4,067 | (2) | 126.4680 | 1/25/2031 | 2,200 | (5) | 373,120 | ||||||||||||
3,733 | 1,867 | (3) | 113.2800 | 1/26/2030 | |||||||||||||||
1,600 | 103.1500 | 1/28/2029 | |||||||||||||||||
2,200 | 91.3600 | 1/29/2028 | |||||||||||||||||
2,000 | 77.0700 | 1/31/2027 | |||||||||||||||||
Kim Nero | — | 5,400 | (1) | 166.1930 | 1/30/2032 | 1,600 | (4) | 271,360 | |||||||||||
1,933 | 3,867 | (2) | 126.4680 | 1/25/2031 | 2,110 | (5) | 357,856 | ||||||||||||
3,933 | 1,967 | (3) | 113.2800 | 1/26/2030 | |||||||||||||||
6,800 | 103.1500 | 1/28/2029 | |||||||||||||||||
5,300 | 98.1050 | 5/28/2028 |
(1) | NQSOs will vest in three equal annual installments on January 30, 2026, 2027, and 2028. |
(2) | 50% of the unexercisable NQSOs vested on January 25, 2026 and the remainder will vest on January 25, 2027. |
(3) | 100% of the unexercisable NQSOs vested on January 26, 2026. |
(4) | Amounts shown reflect the number of performance shares granted in 2025 at the target payout. A portion of target (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2027. |
(5) | Amounts shown reflect the number of performance shares granted in 2024 at the target payout. A portion of target (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2026. |
(6) | Market value of performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 31, 2025, which was $169.60 per share. |
GATX CORPORATION - 2026 Proxy Statement | 59 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Option Exercises and Stock Vested Table
| Option Awards | Stock Awards(1)(2) |
| ||||||
Number of | Number of |
| |||||||
shares | Value | shares | Value |
| |||||
acquired on | | realized on | | acquired on | | realized on |
| ||
Name | exercise (#) | exercise ($) | vesting (#) | vesting ($) |
| ||||
(a) | (b) | (c) | (d) | (e) |
| ||||
Robert C. Lyons |
| 18,500 |
| 1,753,967 | 21,735 | 4,191,051 | |||
Thomas A. Ellman |
| 18,500 |
| 1,589,587 | 7,445 | 1,435,582 | |||
2,970 | 490,496 | ||||||||
Paul F. Titterton |
| 18,700 |
| 1,346,823 | 4,655 | 897,600 | |||
2,970 | 490,496 | ||||||||
Brian L. Glassberg | — | — | 2,790 | 537,982 | |||||
520 | 85,878 | ||||||||
Kim Nero |
| — | — | 2,913 | 561,699 | ||||
| (1) | Amounts shown include the number and value of RSUs vested in 2025 and performance shares earned under the 2023-2025 performance period and as described in the Compensation Discussion and Analysis of this Proxy Statement. Although the 2023-2025 performance share plan achievement was determined after the calendar year end on February 18, 2026, such awards vested on December 31, 2025 and, accordingly, amounts are reported in the table above (and not in the Outstanding Equity Awards at Fiscal Year-End Table) to reflect the actual value earned in 2025 for the 2023-2025 performance period. The value of accrued dividend equivalents paid out in cash at vesting of RSUs, and at settlement of performance shares, is not included in column (e). |
| (2) | Each of Mr. Lyons, Mr. Ellman, and Mr. Titterton elected to receive cash in lieu of shares upon the vesting of the 2023-2025 performance shares. The value of such cash payment is reflected in column (e). See Compensation Discussion and Analysis—Detailed Compensation Discussion and Analysis—2025 Long-Term Incentive Payouts above for more information. |
Pension Benefits Table
Each of our NEOs participated in a defined benefit pension plan during the year ended December 31, 2025. The following table contains information about these plans that provide for payments or other benefits to our NEOs at, following, or in connection with retirement.
| | Number of | | Present value of | | Payments |
| ||
years credited | accumulated | during last |
| ||||||
Name | Plan Name | service (#) | benefit ($) | fiscal year ($) |
| ||||
(a) | (b) | (c) | (d)(1) | (e) |
| ||||
Robert C. Lyons |
| GATX Non-Contributory Pension Plan for Salaried Employees |
| 29.3 | 1,379,997 | (2) | — | ||
| GATX Supplemental Retirement Plan |
| 29.3 | 5,844,328 | — | ||||
Thomas A. Ellman |
| GATX Non-Contributory Pension Plan for Salaried Employees |
| 29.3 | 1,070,870 | (2) | — | ||
| GATX Supplemental Retirement Plan |
| 29.3 | 2,661,049 | — | ||||
Paul F. Titterton |
| GATX Non-Contributory Pension Plan for Salaried Employees |
| 28.4 | 693,738 | (2) | — | ||
| GATX Supplemental Retirement Plan |
| 28.4 | 1,437,387 | — | ||||
Brian L. Glassberg |
| GATX Non-Contributory Pension Plan for Salaried Employees |
| 14.3 | 225,893 | — | |||
| GATX Supplemental Retirement Plan |
| 14.3 | 103,946 | — | ||||
Kim Nero |
| GATX Non-Contributory Pension Plan for Salaried Employees |
| 4.7 | 76,134 | — | |||
| GATX Supplemental Retirement Plan |
| 4.7 | 60,397 | — |
(1) | The present value of accumulated benefit is calculated as the amount payable at age 65 for Mr. Lyons, Mr. Ellman, and Mr. Titterton. The amounts shown for Mr. Glassberg and Ms. Nero represent their cash balance accounts rolled forward to age 65 with the ASC 715 interest crediting rate assumption of 4.70% for 2026 and 4.84% for 2027 and beyond to age 65. This value is then discounted back from age 65 using the ASC 715 discount rate of 5.31% for the Salaried Plan benefit and 5.21% for the Nonqualified Supplemental Plan benefit. The GATX Non-Contributory Pension Plan for Salaried Employees assumption is that 70% elect the lump sum option, 10% elect the single life annuity option, and 20% elect a 100% joint and survivor annuity option at retirement. The GATX Supplemental Retirement Plan calculations use each executive’s actual election for payment of future benefit; all executives shown have elected a lump sum form of payment. The value of the annuity option is calculated using December 31, 2025, ASC Topic No. 715, Compensation – Retirement Benefits, disclosure assumptions (5.21% interest rate, Pri-2012 White Collar Mortality Table generationally projected by Scale MP-2021). Lump sums are valued at age 65 using the IRS three-segment lump sum rates and are then discounted back from age 65 to December 31, 2025 at 5.31% and 5.21% for the Non-Contributory Pension Plan and Supplemental Pension Plan, respectively. |
(2) | NEOs may also qualify for subsidized early retirement benefits as described in the narrative below. |
60 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Narrative Discussion Related to Pension Benefits Table
NEOs participate in our Non-Contributory Pension Plan for Salaried Employees (the “Qualified Plan”), which covers salaried employees of GATX and its domestic subsidiaries.
All NEOs have met the Qualified Plan’s vesting requirement. Subject to certain limitations imposed by law, pensions are based on years of service and average monthly compensation during (i) the five consecutive calendar years of highest compensation during the last 15 calendar years preceding retirement or the date on which employment terminates or (ii) the 60 consecutive calendar months preceding retirement or the date on which employment terminates, whichever is greater. Benefits under the Qualified Plan are not subject to any deduction for Social Security or other offset amounts.
Key provisions of the Qualified Plan include the following:
| ● | Participation. Participation begins on January 1 or July 1 coincident with or next following completion of one year of service and attainment of age 21. |
| ● | Normal Retirement Benefits. Normal retirement is at age 65 with five years of credited service. The basic formula is a base benefit equal to 1% of average monthly compensation multiplied by years of benefit service plus an excess benefit equal to 0.65% of average monthly compensation in excess of monthly Social Security Covered Compensation multiplied by years of benefit service (to a maximum of 35 years). |
| ● | Early Retirement Benefits. Qualified benefits can commence at any age in the form of an annuity with the accrued benefit actuarially reduced for commencement before age 65, or as a single lump sum payment representing the actuarially equivalent present value of the age 65 benefit. Qualified benefits accrued prior to July 1, 2008 and payable in annuity form to employees who (a) are at least age 55 with 15 or more years of service or (b) have at least 30 years of service and whose age plus service total 90 or more, are subject to a partial rather than full actuarial reduction for early commencement. |
“Compensation” is defined as regular earnings during the calendar year, including covered bonuses but excluding deferred and contingent compensation. For NEOs, compensation includes salary and annual incentive awards paid under the GATX Corporate Officers’ Incentive Plan. For the Final Average Pay Formula, “Social Security Covered Compensation” means the 35-year average of Social Security taxable wage bases in effect up to and including the year in which an individual attains Social Security Normal Retirement Age calculated in accordance with Revenue Ruling 89-70.
For unmarried participants, the normal form of payment is a life annuity. For married participants, the normal form of payment is a 50% joint-and-survivor annuity. Optional forms of payment include a single lump sum of the accrued pension’s actuarially equivalent present value or a joint and survivor co-pensioner annuity. All forms of payment have the same actuarially equivalent value as the life annuity.
Annual benefits in excess of certain limits imposed by the Employee Retirement Income Security Act of 1974 or the Code on payments from the Qualified Plan will be paid by the Company under the GATX Supplemental Retirement Plan (the “Non-Qualified Plan”). The Non-Qualified Plan is designed to restore those benefits that would otherwise be limited by statutory regulations. Payments are made as a single lump sum amount representing the actuarially equivalent present value of the benefit payable at age 65. Payments made pursuant to the Non-Qualified Plan are funded from the general assets of the Company.
The present value of accumulated pension benefits for each NEO is shown in column (d) of the Pension Benefits Table.
GATX CORPORATION - 2026 Proxy Statement | 61 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Potential Payments upon Termination or Change in Control Table
The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs if his or her employment had terminated on December 31, 2025, as a result of each of the termination scenarios described below, including in connection with a change of control of the Company (“COC”). The table below reflects certain assumptions made in accordance with SEC rules, namely that (a) the COC and/or termination of employment occurred on December 31, 2025, (b) the NEO’s age and years of service at the Company were as they actually were as of December 31, 2025 (for purposes of determining retirement eligibility), and (c) the value of a share of the Company’s common stock on December 31, 2025, the last trading day of the year, was $169.60. The table excludes the following payments and benefits that are not enhanced by the termination of employment or a COC:
| ● | accrued vacation pay, health plan continuation, and other similar amounts payable when employment terminates under programs applicable to our salaried employees generally; |
| ● | stock options that have vested and are exercisable as shown in column (b) of the Outstanding Equity Awards at Fiscal Year-End Table; |
| ● | performance shares and RSUs that have vested as shown in column (d) of the Option Exercises and Stock Vested Table; and |
| ● | the present value of pension benefits calculated in accordance with the assumptions applicable to all participants in the GATX Non-Contributory Pension Plan for Salaried Employees as reflected in the Pension Benefits Table. |
62 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
| | | Termination without | |
| ||||
Cause or | |||||||||
Termination without | Resignation for | ||||||||
Cause Apart | Good Reason in | ||||||||
from a Change in | Connection with a | Death or | |||||||
Retirement | Control | Change in Control | Disability | ||||||
Named Executive Officer | ($) | ($) | ($) | ($) | |||||
Robert C. Lyons |
| |
| |
| |
| | |
Cash Severance(1) |
| — |
| 4,000,000 |
| 6,000,000 |
| — | |
Bonus (Accrued Obligations)(2) |
| 1,000,000 |
| 1,000,000 |
| 1,000,000 |
| 1,000,000 | |
SRP Payment(3) |
| — |
| — |
| 4,040,204 |
| — | |
Accelerated Vesting of Equity Awards(4) |
|
|
|
| |||||
Stock Options |
| 1,389,752 |
| — |
| 2,264,854 | 2,264,854 | ||
RSUs |
| — |
| — |
| — |
| — | |
Performance Shares |
| 2,616,928 |
| 1,840,669 |
| 5,089,696 |
| 2,616,928 | |
Continued Benefits Coverage(5) |
| — |
| 76,867 |
| 115,301 |
| — | |
Outplacement(6) |
| — |
| 25,000 |
| 100,000 |
| — | |
Total |
| 5,006,680 |
| 6,942,536 |
| 18,610,055 |
| 5,881,782 | |
Thomas A. Ellman |
| |
| |
| |
| | |
Cash Severance(1) |
| — |
| 1,633,790 |
| 3,267,570 |
| — | |
Bonus (Accrued Obligations)(2) |
| 448,490 |
| 448,490 |
| 448,490 |
| 448,490 | |
SRP Payment(3) |
| — |
| — |
| 1,203,973 |
| — | |
Accelerated Vesting of Equity Awards(4) |
|
|
|
| | ||||
Stock Options |
| 473,869 |
| — |
| 769,124 | 769,124 | ||
RSUs |
| — |
| — |
| — |
| — | |
Performance Shares |
| 871,744 |
| 626,333 |
| 1,675,648 |
| 871,744 | |
Continued Benefits Coverage(5) |
| — |
| 57,650 |
| 115,301 |
| — | |
Outplacement(6) |
| — |
| 25,000 |
| 64,070 |
| — | |
Total |
| 1,794,103 |
| 2,791,263 |
| 7,544,176 |
| 2,089,358 | |
Paul F. Titterton |
| |
| |
| |
| | |
Cash Severance(1) |
| — |
| 1,606,500 | 3,213,000 | — | |||
Bonus (Accrued Obligations)(2) |
| — |
| 441,000 | 441,000 | 441,000 | |||
SRP Payment(3) |
| — |
| 1,064,081 | |||||
Accelerated Vesting of Equity Awards(4) |
| |
|
|
| | |||
Stock Options |
| — |
| — | 554,381 | 554,381 | |||
RSUs |
| — |
| — | — | — | |||
Performance Shares |
| — |
| 478,272 | 1,366,976 | 694,851 | |||
Continued Benefits Coverage(5) |
| — |
| 57,650 | 115,301 | — | |||
Outplacement(6) |
| — |
| 25,000 | 63,000 | — | |||
Total |
| — |
| 2,608,422 |
| 6,817,739 |
| 1,690,232 | |
Brian L. Glassberg |
| |
| |
| |
| | |
Cash Severance(1) |
| — |
| 1,077,640 | 2,155,275 | — | |||
Bonus (Accrued Obligations)(2) |
| — |
| 254,925 | 254,925 | 254,925 | |||
SRP Payment(3) |
| — |
| 181,450 | |||||
Accelerated Vesting of Equity Awards(4) |
| |
| |
|
| | ||
Stock Options |
| — |
| — | 301,689 | 301,689 | |||
RSUs |
| — |
| — | — | — | |||
Performance Shares |
| — |
| 251,008 | 688,576 | 354,973 | |||
Continued Benefits Coverage(5) |
| — |
| 57,650 | 115,301 | — | |||
Outplacement(6) |
| — |
| 25,000 | 46,350 | — | |||
Total |
| — |
| 1,666,223 |
| 3,743,566 |
| 911,587 | |
Kim Nero |
| |
| |
| |
| | |
Cash Severance(1) |
| — |
| 1,036,250 | 2,072,505 | — | |||
Bonus (Accrued Obligations)(2) |
| — |
| 245,135 | 245,135 | 245,135 | |||
SRP Payment(3) |
| — |
| 127,762 | |||||
Accelerated Vesting of Equity Awards(4) |
| |
|
|
| | |||
Stock Options |
| — |
| — | 295,971 | 295,971 | |||
RSUs |
| — |
| — | — | — | |||
Performance Shares |
| — |
| 238,627 | 629,216 | 329,024 | |||
Continued Benefits Coverage(5) |
| — |
| 57,650 | 115,301 | — | |||
Outplacement(6) |
| — |
| 25,000 | 44,570 | — | |||
Total |
| — |
| 1,602,662 |
| 3,530,460 |
| 870,130 |
(1) | Represents the cash severance payable to the NEO under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements. |
(2) | Our NEOs are eligible to receive an annual bonus payout subject to their continued employment through the payment date. In addition, each NEO may receive: (a) a prorated annual bonus based on actual Company performance in the event of a retirement or upon death or disability under the COIP, (b) a prorated annual bonus based on actual Company performance in the event of a involuntary termination without cause under the Executive Severance Plan, or (c) a prorated target bonus in the event of an involuntary termination under the COC Agreements. For purposes of this table, we have used the NEO’s 2025 compensation design target bonus amount for each termination scenario identified above. |
GATX CORPORATION - 2026 Proxy Statement | 63 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
(3) | Represents the present value of the incremental portion of non-qualified pension benefits calculated using the discount rate specified in the COC Agreements instead of the GATX Non-Contributory Pension Plan for Salaried Employees, attributable to three additional years of age and service credit. |
(4) | Represents the aggregate value of the accelerated vesting of the equity awards held by the NEO in the termination scenarios identified above. With respect to performance shares, the value is calculated by multiplying the closing price of our common stock on December 31, 2025 by the number of performance shares, the vesting of which accelerates in connection with the applicable triggering event. For purposes of this table, performance against goals is assumed to be at target with respect to performance shares. The value attributable to the accelerated options, the vesting of which accelerates in connection with the applicable triggering event, represents the excess of the closing price of our common stock on December 31, 2025 over the exercise price of the unvested options. Amounts listed in this table exclude the value of accrued dividend equivalents which would be paid out upon the accelerated vesting of the equity awards. |
(5) | Represents the estimated value of continued benefits to be provided to the NEO under the termination scenarios identified under our Executive Severance Plan and the COC Agreements. The foregoing estimates are based on the premiums in effect on December 31, 2025. |
(6) | Represents the value of outplacement benefits to which the NEO would be entitled under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements. |
64 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Key Provisions of the COC Agreements
The key provisions of the COC agreements are described below. Each NEO has entered into a COC agreement that provides certain benefits should employment be terminated or constructively terminated following a change of control. Key terms under the agreements include the following:
Executive Benefit | | Description |
Term | | ● Agreement effective for two-year rolling term and renews automatically each year unless GATX gives 60 days’ advance notice of non-renewal |
| ● Employment period is two years | |
| ● Unless a COC occurs, employment is at will | |
Payment Triggers | | ● Involuntary termination without “cause” or voluntary termination for “good reason” within two years following a COC |
| ● Failure of a successor to assume the Agreement | |
| ● Termination prior to, but in contemplation of, a COC | |
| ● Payments are not triggered in the event of death, disability, “cause,” or voluntary termination for other than “good reason” | |
Severance Benefits | | ● Three times the sum of base salary and target annual bonus (paid in lump sum) |
| ● Three years of additional age and service credit for retirement purposes | |
| ● Three years of additional coverage in health and welfare plans (such coverage becomes secondary if re-employed); thereafter, coverage continues at executive’s cost until eligible for Medicare | |
| ● Outplacement services at a maximum cost of 10% of salary | |
| ● Pro rata portion of target bonus for the year in which the COC occurs for the actual period served during the year of the COC prior to termination and payment of previously deferred compensation plus interest | |
No Excise Tax Gross Ups | | ● Tax gross up not included in COC agreements |
| ● NEOs are not entitled to any tax “gross up” in respect of excise taxes, if any, that might arise under the “golden parachute” sections of the federal income tax law (Sections 280G and 4999 of the Code), and may be subject to a reduction in benefits if any such excise tax were applicable and the reduced benefit would maximize the after-tax payment to the NEO | |
Enforcement and Legal Fees | | ● Payable by Company unless a court determines that such payment was unjust |
Definition of Key Terms | | ● COC means any of the following: |
| — the acquisition of 20% or more of the Company’s outstanding shares or voting securities | |
| — a turnover in a majority of the Company’s board members | |
| — consummation of a reorganization, merger, consolidation, sale, or disposition of substantially all assets unless shareholders immediately prior to the merger beneficially own more than 65% of outstanding shares or voting power of the resulting entity | |
| — consummation of a reorganization, merger, consolidation, sale, or disposition of substantially all assets of any subsidiary or 10-K business segment that is the primary employer of the executive | |
| — shareholder approval of liquidation or dissolution of the Company | |
| ● “Cause” means the willful illegal conduct, gross misconduct, or continued failure of the executive to perform his or her duties after receipt of written notice and explanation of performance shortfalls | |
| ● “Good Reason” means any of the following: | |
| — a material diminution of the executive’s authority or duties | |
| — a material diminution in base compensation | |
| — a material diminution in the budget over which authority is retained | |
| — a material change in geographic location at which services must be performed | |
GATX CORPORATION - 2026 Proxy Statement | 65 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Executive Severance Plan
In February 2023, following a market review and consultation with Pay Governance, our Compensation Committee adopted an Executive Severance Plan for our eligible executives located in the United States, including our NEOs. Pursuant to the Executive Severance Plan, participants will be eligible to receive severance benefits upon a qualifying termination, including in connection with a COC, as described further in Compensation Discussion and Analysis—Detailed Compensation Discussion and Analysis—Employee Benefits – Severance – Double-Trigger Vesting—Executive Severance Plan above. Pursuant to the terms of the Executive Severance Plan, our NEOs will not be eligible for benefits under the plan to the extent they are a party to an existing COC agreement and would receive benefits under such agreement as a result of any termination. NEOs are not entitled to any tax “gross up” in respect of excise taxes, if any, that might arise under the “golden parachute” sections of the federal income tax law (Sections 280G and 4999 of the Code), and may be subject to a reduction in benefits if any such excise tax were applicable and the reduced benefit would maximize the after-tax payment to the NEO.
Pay Ratio Disclosure
As required by SEC rules and regulations, we are providing the following information regarding the ratio of the total annual compensation of Mr. Lyons, our CEO, to the total annual compensation of our median employee for our last completed fiscal year.
In 2025, our last completed fiscal year, the annual total compensation of our CEO was $8,178,380, and the annual total compensation of our median employee was $80,044. As a result, for 2025, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 102 to 1.
To determine the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table, which includes salary, stock and option awards, annual incentive, change in pension value, and all other compensation. We then calculated our median employee’s total annual compensation in accordance with the same requirements applicable to the CEO’s compensation, as reported in the Summary Compensation Table, and used that number to calculate the ratio of our CEO’s pay to that of our median employee.
We identified the median employee by examining compensation information derived from payroll records for all employees, excluding the CEO, who were employed by us on October 1, 2023. In identifying our median employee, we selected actual base salary (for salaried employees) and wages (for hourly employees) as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation. For 2025, we determined that there were no material changes to our workforce or the median employee’s compensation and have elected to continue to use the same median employee from 2023.
As of October 1, 2023, we employed approximately 1,888 people, with 1,103 located in the United States and 785 located outside the United States. We elected to exclude employees as of that date in the Netherlands (31), India (30), Mexico (9), France (8), China (6), and Singapore (4) given the small number of employees located in those jurisdictions.
66 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Pay Versus Performance Disclosure
As required by SEC rules and regulations, we are providing the following information regarding the relationship between executive compensation actually paid and the Company’s financial and stock price performance.
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our Principal Executive Officers (“PEOs”) and non-PEO NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021 and our financial performance for each such fiscal year:
Net Income |
| ||||||||||||||||||||
Value of Initial Fixed | Excluding |
| |||||||||||||||||||
$100 Investment Based | Tax |
| |||||||||||||||||||
Average | on: | Adjustments |
| ||||||||||||||||||
Summary | Summary | Compensation | Compensation | Summary | Average | Peer Group | and Other |
| |||||||||||||
Compensation | Compensation | Actually Paid | Actually Paid | Compensation | Compensation | Total | Total | Net | Items |
| |||||||||||
Table Total for | Table Total for | to PEO | to PEO | Table Total for | Actually Paid | Shareholder | Shareholder | Income | (non-GAAP) |
| |||||||||||
PEO (Kenney) | PEO (Lyons) | (Kenney) | (Lyons) | Non-PEO | to Non-PEO | Return | Return | ($, in | ($, in |
| |||||||||||
Year | | ($)(1) | | ($)(1) | | ($)(3) | | ($)(3) | | NEOs ($)(2) | | NEOs ($)(3) | | ($) | | ($)(4) | | millions) | | millions) |
|
2025 | |||||||||||||||||||||
2024 | |||||||||||||||||||||
2023 | |||||||||||||||||||||
2022 | ( | ||||||||||||||||||||
2021 | |||||||||||||||||||||
| (1) | Brian A. Kenney served as our President and Chief Executive Officer until April 22, 2022. On that date, Mr. Kenney retired and Mr. Lyons was appointed as our President and Chief Executive Officer. |
| (2) | The individuals comprising the Non-PEO NEOs for each year presented are listed below: |
Year | | | Non-PEO NEOs |
2025 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | ||
2024 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | ||
2023 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | ||
2022 | | | Mr. Ellman, Deborah A. Golden, Ms. Nero, N. Gokce Tezel, Mr. Titterton, and Robert A. Zmudka |
2021 | | | Mr. Ellman, Ms. Golden, Mr. Lyons, and Mr. Tezel |
| (3) | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table, adjusted as follows: |
2025 | |||||||
Average | |||||||
Non-PEO | |||||||
Adjustments (a) | | PEO | | NEOs |
| ||
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $ | ( | $ | ( | |||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $ | $ | |||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $ | — | $ | — | |||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $ | ( | $ | ( | |||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $ | $ | |||||
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $ | — | $ | — | |||
Increase based on Dividends Paid to the Executive during Applicable FY on outstanding equity awards | $ | — | $ | — | |||
Increase based on Incremental Fair Value of Options Modified during Applicable FY | $ | — | $ | — | |||
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $ | ( | $ | ( | |||
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $ | $ | |||||
TOTAL ADJUSTMENTS | $ | ( | $ | ( | |||
| (a) | Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to the following: (1) for RSUs, if any, (A) for year-end dates, the closing price of our common stock on such year-end date, or (B) for vesting dates, the average of the high and low prices of our common stock on the applicable vesting date; (2) for performance shares, (A) for year-end dates, the closing price of our common stock on such year-end date multiplied by the probable achievement as of such date, or (B) for vesting dates, the average of the high and low prices of our common stock on the applicable vesting date multiplied |
GATX CORPORATION - 2026 Proxy Statement | 67 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
| by the probable achievement as of such date; and (3) for stock options, a value derived using the Black-Scholes option pricing model and the present value of dividends we expect to pay over the expected term of the award as of the applicable year-end or vesting dates, determined based on the same methodology as used to determine grant date fair value of such stock options for financial statement purposes modified to obtain the values as of the relevant valuation dates. The Black-Scholes option pricing model assumptions were determined as follows: (i) the average of the high and low values of our common stock on the applicable valuation date as of the current market price, (ii) in the case of in the money options, an expected term equal to the original ratio of expected term relative to the seven-year contractual term multiplied times the remaining term as of the applicable valuation date, and in the case of underwater stock options, an expected term set equal to the remaining term of the award, (iii) volatility based on the historical volatility of our stock price over a period equal to the expected term, and (iv) risk-free interest rates based on the implied yield on recently-issued U.S. Treasury zero-coupon bonds with a term comparable to the expected term. In all cases, these amounts were calculated in accordance with ASC Topic No. 718, Compensation – Stock Compensation. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
(4) | For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P MidCap 400 Index as of December 31 (the “Peer Group”). We are not aware of any peer companies whose businesses are directly comparable to ours and, therefore, the graph displays the returns of the index noted above as it includes companies with market capitalizations similar to ours. |
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Performance Measures and Compensation Actually Paid
The graphs below compare the compensation actually paid to our PEOs and the average of the compensation actually paid to our remaining NEOs with our (i) cumulative TSR, (ii) Peer Group TSR, (iii) net income, (iv) net income, excluding tax adjustments and other items (non-GAAP), (v) three-year cumulative investment volume, and (vi) three-year average LTI-adjusted return on equity (non-GAAP), in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. We consider those last three performance measures to be equally important in linking compensation actually paid to our NEOs to company performance. SEC rules do not permit the last two measures to be in the table above, however, because they are measured over a multi-year period.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
68 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION TABLES
GATX CORPORATION - 2026 Proxy Statement | 69 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:
| ● |
| ● |
| ● |
For additional details regarding our most important financial performance measures, please see the Compensation Discussion and Analysis above.
Option Grant Practices
As required by Item 402(x) of Regulation S-K, we are providing the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information.
With respect to our annual awards, our longstanding practice has been to grant these annual long-term incentive equity awards, including stock options, on the date of the Compensation Committee’s first meeting of each calendar year. However, in 2026, our earnings release and earnings call occurred later than usual as a result of the closing of the Wells Fargo Transaction. To align with our past practice of issuing incentive equity award grants, including option grants, after our annual earnings release, we delayed the 2026 award grant date until after the second meeting of the Compensation Committee in February 2026. We expect to revert to our previous schedule in 2027.
In addition to grants made as part of our annual equity grant process for our current employees, grants may also be made during the year to newly hired employees as part of the new-hire compensation package or to existing employees for purposes of retention. Any such grants to executive officers are generally approved at meetings of the Compensation Committee or the Board.
During fiscal year 2025, we did not grant any stock options or option-like instruments to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material nonpublic information.
70 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Our Board is seeking shareholder approval of an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan (as so amended and restated, the “Restated Plan”). Our Board has approved the Restated Plan, subject to obtaining shareholder approval at the Annual Meeting. If approved by shareholders, the Restated Plan will become effective on the day of the Annual Meeting. If the shareholders do not approve the Restated Plan, the Restated Plan will not become effective and the existing GATX Corporation Amended and Restated 2012 Incentive Award Plan (the “Existing Plan”) will continue in full force and effect in accordance with its terms, including the share reserve thereunder.
Summary of Material Amendments to Existing Plan
The Restated Plan will implement the following material changes to the Existing Plan:
| ● | Increases the shares available for grant by 1,300,000 shares over the shares available for grant under the Existing Plan; |
| ● | Removes the fixed term under the Existing Plan. The Restated Plan will continue until terminated by the Administrator (as defined below); |
| ● | Specifies that up to an aggregate of 10,000,000 shares may be issued upon the exercise of “incentive stock options” (“ISOs”), as defined in Section 422 of the Code, under the Restated Plan. In addition, no ISOs may be granted under the Restated Plan after February 18, 2036, the date that is ten years following the date the Board approved the Restated Plan; |
| ● | Increases the annual limits on awards that may be granted to any individual participant in any calendar year under the Restated Plan to 1,000,000 shares subject to options and stock appreciation rights (“SARs”) (increased from 500,000 under the Existing Plan), and 1,000,000 shares subject to Full Value Awards (as defined below) (increased from 300,000 under the Existing Plan). In addition, the maximum aggregate amount of cash that may be paid in cash to any one person during any calendar year under the Restated Plan with respect to one or more awards originally designated to be payable only in cash is $15,000,000 (increased from $5,000,000 under the Restated Plan). For purposes of the Restated Plan, a “Full Value Award” means an award other than an option or SAR (or other award subject to an exercise price, strike price or similar concept); |
| ● | Increases the limit on the sum of the grant date fair value of equity-based awards (determined as of the grant date in accordance with FASB ASC Topic 718 (or any successor thereto)) and the amount of any cash-based awards granted or fees payable to any non-employee director as compensation for services as a non-employee director during any calendar year to $750,000 (increased from $350,000 under the Existing Plan); and |
| ● | Provides that consultants will be eligible participants for purposes of the Restated Plan. Consultants were not previously eligible participants under the Existing Plan. |
The Restated Plan is not being materially amended in any respect other than to reflect the changes described above.
Why Shareholders Should Vote to Approve the Restated Plan
Equity Incentive Awards are an Important Part of Our Compensation Philosophy
Equity compensation is a key element of our compensation philosophy. We use long-term equity compensation to tie the interests of our employees, consultants and directors directly to the interests of our shareholders. We also emphasize long-term incentive opportunities more heavily than short-term incentives consistent with our business, which involves buying, leasing, maintaining, managing, and selling long-lived assets into constantly changing business conditions over decades.
GATX CORPORATION - 2026 Proxy Statement | 71 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
The Existing Plan Will Expire in 2027
The term of the Existing Plan will expire in 2027 unless an extension is approved by our shareholders. If the term of the Existing Plan expires, we will no longer be able to continue to issue equity to our employees or directors. While we could increase cash compensation if we are unable to grant equity incentives, we anticipate having difficulty attracting, retaining, and motivating our employees and directors if we are unable to make equity grants to them.
Determination of Share Reserve for the Restated Plan
The Existing Plan is the only equity plan we maintain. The table below presents information regarding the number of shares that were subject to outstanding awards under the Existing Plan and the shares remaining available for issuance under the Existing Plan as of December 31, 2025.
| | As a % of | | |||||
Number of | Shares | Dollar | ||||||
Shares | Outstanding(1) | Value(2) | ||||||
Existing Plan |
| | |
| | |||
(a) Options Outstanding |
| 932,172 | 2.6 | % | $ | 48,575,483 | ||
Weighted Average Exercise Price (Options) | $ | 117.49 | |
| | |||
Weighted Average Remaining Term (Options) |
| 3.8 | years | |
| | ||
(b) Restricted Stock Units/Phantom Stock Units Outstanding |
| 332,753 | 0.9 | % | $ | 56,434,909 | ||
(c) Performance Shares Outstanding(3) |
| 108,480 | 0.3 | % | $ | 18,398,208 | ||
(A) Total Equity Awards Outstanding (a+b+c) | 1,373,405 | 3.9 | % | $ | 123,408,600 | |||
(B) Total Shares Available for Issuance (Existing Plan)(4) |
| 1,456,885 | 4.1 | % | $ | 247,087,696 | ||
(C) Proposed Increase in Shares Reserve (Restated Plan) | 1,300,000 | 3.7 | % | $ | 220,480,000 | |||
Total Dilution (A+B+C) |
| 4,130,290 | 11.7 | % | $ | 590,976,296 | ||
| (1) | Based on 35,400,021 shares of our common stock outstanding as of December 31, 2025. |
| (2) | Option value net of weighted average exercise price based on the closing price of our common stock on December 31, 2025 of $169.60 per share. |
| (3) | Performance shares are reflected assuming “target” performance. |
| (4) | Shares remaining available for issuance under the Existing Plan reflects performance shares assuming “target” performance. For purposes of calculating the shares that remain available for grant under the Existing Plan, each share subject to an option or SAR is counted against the share reserve as 1.0 share and each share subject to a Full Value Award is counted as 2.0 shares for any Full Value Award. |
While we may continue to grant further awards under the Existing Plan between December 31, 2025 and the Annual Meeting date, to the extent we do so, the share reserve under the Restated Plan will be reduced by the number of shares subject to awards that we grant under the Existing Plan, if any, between December 31, 2025 and the Annual Meeting date (as determined under the share counting provisions of the Existing Plan).
72 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Background of Determination of Shares Under the Restated Plan
In determining whether to approve the Restated Plan, including the proposed increase to the share reserve, the Board considered the following:
| ● | The Board reviewed information regarding our historical and anticipated burn rate and overhang metrics. The table below outlines our average annual share pool usage over the most recently completed three-year period (or “burn rate”) with respect to the equity awards we granted, including our gross burn rate and our “adjusted average burn rate.” |
| | Three Year | ||||||
Average | ||||||||
2023 | | 2024 | | 2025 | (2023-2025) | |||
Stock Options Granted |
| 189,900 | 194,100 |
| 198,300 |
| 194,100 | |
Restricted Stock Units / Phantom Stock Units Granted |
| 48,580 |
| 46,327 |
| 37,884 |
| 44,263 |
Performance Shares Granted (at “Target”) |
| 36,860 |
| 38,940 |
| 32,680 |
| 36,160 |
Total Awards Granted(1) |
| 275,340 |
| 279,367 |
| 268,864 |
| 274,523 |
Performance Shares Earned(2) |
| 43,411 |
| 52,049 |
| 50,977 |
| 48,812 |
Weighted Average Common Shares Outstanding (Basic) |
| 35,652,202 |
| 35,810,813 |
| 35,849,975 |
| 35,770,997 |
Gross Burn Rate(3) |
| 0.77% |
| 0.78% |
| 0.75% |
| 0.77% |
| (1) | Includes the aggregate number of options, restricted stock units (“RSUs”), phantom stock units and performance shares granted in the applicable year. Performance shares are reflected assuming “target” performance. |
| (2) | Reflects performance shares vested in the applicable year based on actual achievement of the applicable performance goals. |
| (3) | Gross burn rate is calculated as (A) the total number of stock-settled equity awards granted during the applicable year (with performance shares counted at “target” levels), divided (B) by the weighted average common shares outstanding for the applicable year, and does not include awards assumed pursuant to acquisitions. |
| ● | We expect the share reserve under the Restated Plan to provide us with enough shares for awards for approximately seven years, assuming we continue to grant awards consistent with our current practices and historical usage, as reflected in our historical burn rate, and further dependent on the price of GATX shares, hiring activity during the next few years, and forfeitures of outstanding awards. We cannot predict our future equity grant practices, the future price of GATX shares, future forfeiture rates, or our future hiring activity with any degree of certainty at this time, and the share reserve under the Restated Plan could last for a shorter or longer time than we expect. |
| ● | The potential dilution to our shareholders that may result from the issuance of shares pursuant to outstanding awards and awards to be issued under the Restated Plan is determined by reference to the “overhang” rate. In calendar years 2023, 2024, and 2025, the end-of-year overhang rate (calculated by dividing (a) the sum of the number of shares subject to equity awards outstanding at the end of the calendar year plus shares remaining available for issuance for future awards at the end of the calendar year by (b) the number of shares outstanding at the end of the calendar year) was 9.8%, 8.8%, and 8.0%, respectively. If the Restated Plan is approved, GATX expects the overhang rate to increase to approximately 11.7% following such approval due to the 1,300,000 additional shares added by the Restated Plan. |
| ● | Analysis by the Compensation Committee’s independent compensation consultant, which was based on generally accepted evaluation methodologies used by proxy advisory firms, has found that the number of shares to be reserved under the Restated Plan is within generally accepted standards as measured by an analysis of the Restated Plan cost relative to industry practice. |
In light of the factors described above, our Board has determined that the size of the share reserve under the Restated Plan is reasonable and appropriate at this time.
GATX CORPORATION - 2026 Proxy Statement | 73 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Equity Compensation Best Practices Reflected in the Restated Plan
The Restated Plan includes provisions that are designed to protect our shareholders’ interests and to reflect corporate governance best practices, including:
| ● | Continued Broad-Based Eligibility for Equity Awards. We grant equity awards to a significant number of employees and all non-employee directors. We have not historically granted equity awards to consultants. We believe that this aligns their interests directly with the interests of our shareholders and motivates these individuals to act as owners of the business. As of December 31, 2025, 194 of GATX’s employees and all of its non-employee directors held outstanding equity awards under the Existing Plan. |
| ● | Specific Limit on Non-Employee Director Compensation. Under the Restated Plan, an annual limit of $750,000 per calendar year applies to the sum of all cash or other compensation and the grant date fair value of all equity awards paid or granted to a non-employee director for services as a non-employee director. |
| ● | No Discount Options or SARs. All options and SARs will have an exercise price equal to or greater than the fair market value per share on the date of grant, other than options or SARs assumed or substituted in connection with certain corporate transactions. |
| ● | Prohibitions Against Various “Liberal” Share Recycling Practices. Shares used to pay the exercise price of an option or SAR, to satisfy tax withholding obligations with respect to any award, or shares otherwise purchased on the open market with cash proceeds from the exercise of options are not recycled back in the Restated Plan for re-grant. |
| ● | No Automatic Single-Trigger Vesting of Awards. The Restated Plan does not provide for automatic “single-trigger” accelerated vesting upon a change of control. |
| ● | Fungible Share Pool with Reasonable Limit on Full Value Awards. For purposes of calculating the shares that remain available for issuance under the Restated Plan, grants of options and SARs will be counted as the grant of one share for each one share actually granted, as described above. However, to protect shareholders from potentially greater dilutive effect of Full Value Awards, all grants of Full Value Awards following the effective date of the Restated Plan will be deducted from the share reserve as 2.0 shares for every one share actually granted. |
| ● | Minimum One-Year Vesting Period. The Restated Plan mandates a vesting period of at least one year for all awards granted under the Restated Plan, which applies to no less than 95% of the shares authorized for grant (subject to certain limited exceptions set forth in the Restated Plan). |
| ● | No Repricing of Awards. Awards may not be repriced, replaced, or re-granted through cancellation or modification without shareholder approval if the effect would be to reduce the exercise price for the shares under the award. |
| ● | Dividends and Dividend Equivalents Paid Only on Vested Awards. The Restated Plan explicitly provides that no dividends or dividend equivalents which accrue on any unvested equity awards may be paid until vesting of such awards has occurred. |
| ● | No Tax Gross-Ups. The Restated Plan does not provide for any tax gross-ups. |
Shareholder Approval Requirement
Shareholder approval of the Restated Plan is needed for GATX to satisfy the shareholder approval requirements of the NYSE and so that certain stock options granted under the Restated Plan will qualify as ISOs.
74 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Description of the Restated Plan
The following sets forth a description of the material terms of the Restated Plan. The summary is qualified in its entirety by reference to the complete text of the Restated Plan, which is attached as Exhibit B to this Proxy Statement.
Purpose
The purpose of the Restated Plan is to promote the success and enhance the value of GATX by linking the individual interests of eligible participants to those of our shareholders, providing such individuals with an incentive for outstanding performance to generate superior returns to shareholders, and providing us with flexibility to motivate, attract, and retain the services of eligible participants upon whose judgment, interest, and effort the successful conduct of our business is largely dependent.
Authorized Shares
The Restated Plan authorizes an additional 1,300,000 shares for issuance over the existing share reserve under the Existing Plan. Subject to adjustment for changes in our capitalization and other corporate events, as described below, and the Restated Plan’s share counting provisions, the total number of shares of our common stock available for issuance under the Restated Plan is the sum of:
| ● | 1,300,000 shares to be approved by shareholders pursuant to this Proposal No. 3; plus |
| ● | 7,000,000 shares authorized for issuance under the Existing Plan, plus |
| ● | 267,094 shares that were subject to awards outstanding under the GATX Corporation 2004 Equity Incentive Compensation Plan (the “2004 Plan”) on the original effective date of the Existing Plan which after the original effective date of the Existing Plan were forfeited, lapsed unexercised, were settled in cash or were not issued under the 2004 Plan and again became available for issuance under the Existing Plan pursuant to its terms. |
Grants under the Restated Plan of stock options and SARs will continue to reduce the shares available under the Restated Plan on a one-for-one basis. The aggregate number of shares that remain available for issuance under the Restated Plan will continue to be reduced by 2.0 shares for each share delivered in settlement of any Full Value Award.
As of December 31, 2025, awards covering a total of 1,373,405 shares were subject to outstanding awards under the Existing Plan (with performance shares counted assuming “target” performance). Therefore, for the avoidance of doubt, the shares authorized for issuance under the Restated Plan as described above includes shares subject to awards granted under the Existing Plan and settled in prior years and is not a reflection of availability for new, future awards following the effective date of the Restated Plan. Subject to adjustment for changes in capitalization and other corporate events, as described below, and the Restated Plan’s share counting provisions, as of the effective date of the Restated Plan, the number of shares that will be available for future grants under the Restated Plan will be equal to 2,756,885 shares, less 1.0 share for every share subject to an option or SAR and 2.0 shares for every share subject to a Full Value Award granted after December 31, 2025 under the Existing Plan and prior to the effective date of the Restated Plan. The 2,756,885 shares represent 1,456,885 shares that remained available for future issuance under the Existing Plan as of December 31, 2025 (with performance shares counted assuming “target” performance), plus the 1,300,000 newly authorized shares to be approved by our shareholders pursuant to this Proposal No. 3.
Shares issued under the Restated Plan may be authorized but unissued shares, shares purchased on the open market, or treasury shares.
In no event may more than 10,000,000 shares be issued upon the exercise of ISOs under the Restated Plan.
Share Counting Provisions
If an award under the Restated Plan is forfeited or expires or such award is settled for cash, the shares subject to such award will, to the extent of such forfeiture, expiration, or cash settlement, again be available for future grants of awards under the Restated Plan in the same number that were originally deducted from the share reserve with respect to such award. In addition, any shares repurchased by us at the same price paid by the participant so that such shares are returned to us will again be available for future grants of awards under the Restated Plan in the same number that were originally
GATX CORPORATION - 2026 Proxy Statement | 75 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
deducted from the share reserve with respect to such award. However, the following shares will not be available for future grants of awards: (1) shares tendered or withheld in payment of the exercise price of an option; (2) shares tendered or withheld to satisfy any tax withholding obligation with respect to an award; (3) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on exercise; and (4) shares purchased on the open market with the cash proceeds from the exercise of options. Dividend equivalents paid in cash will not be counted against the number of shares reserved under the Restated Plan.
Administration
The Restated Plan will be administered by the Compensation Committee or a subcommittee thereof (or by the Board or another Board committee as may be determined by the Board from time to time). The administrator of the Restated Plan (the “Administrator”) or its delegate will have the authority to determine which employees, consultants, and non-employee directors receive awards and set the terms and conditions applicable to awards. The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Restated Plan. Subject to applicable law, the Board or the Compensation Committee may also delegate authority to administer the Restated Plan to one or more officers of GATX; provided, however, that an officer may not be delegated authority to administer awards with respect to individuals who are subject to Section 16 of the Exchange Act, or themselves.
Individual Award Limits
The Restated Plan includes annual limits on awards that may be granted to any individual participant. The maximum aggregate number of shares with respect to all options and SARs that may be granted to any individual participant during any calendar year is 1,000,000, and the maximum aggregate number of shares with respect to one or more Full Value Awards that may be granted to any individual participant during any calendar year is 1,000,000.
The maximum aggregate amount of cash that may be paid in cash to any individual participant during any calendar year with respect to one or more awards originally designated to be payable only in cash is $15,000,000.
These numbers may be adjusted to take into account changes in capitalization and other corporate events, as described below. For purposes of these individual award limits, each share subject to an award (including a Full Value Award) will be counted as one share against the specified limit.
Compensation Limit for Non-Employee Directors
The sum of the grant date fair value of equity-based awards (determined as of the grant date in accordance with FASB ASC Topic 718 (or any successor thereto)) and the amount of any cash-based awards granted or fees payable to any non-employee director as compensation for services as a non-employee director of the Company during any calendar year may not exceed $750,000. The Administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Administrator may determine in its discretion.
Eligibility
Employees, consultants, and non-employee directors of GATX or any of its subsidiaries are eligible to receive awards under the Restated Plan. As of December 31, 2025, GATX and its subsidiaries had approximately 2,400 employees, approximately 560 consultants, and eight non-employee directors, each of whom could have received awards under the Restated Plan had it been in effect on such date.
Types of Awards
The Restated Plan provides for the grant of stock options (including ISOs and nonqualified stock options (“NQSOs”)), SARs, restricted stock, RSUs, dividend equivalent awards, phantom stock awards, stock payment awards, and performance awards that are cash-based, stock-based, or a combination thereof. Awards to eligible individuals will be subject to the terms of an individual award agreement between GATX and the individual. Payment for awards may be paid by cash, check, shares, a broker assisted cashless exercise, or such other methods as the Administrator may approve from time to time. A brief description of each award type follows:
76 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Stock Options
Options provide the option holder with the right to purchase shares at a specified price and usually become exercisable in one or more installments after the grant date. Options may take two forms, NQSOs and ISOs. The exercise price of an option may not be less than the fair market value of a share on the date of grant (and in some cases, as described below, may not be less than 110% of such fair market value), other than in the case of options that are assumed or substituted in connection with certain corporate transactions. Fair market value under the Restated Plan generally means the average of the highest and lowest prices at which a share of common stock is traded on the NYSE on the grant date. The term of an option cannot exceed ten years and, in some cases, as described below, the term may not exceed five years.
The terms of ISOs must comply in all respects with the provisions of Section 422 of the Code. Individuals who are not our employees or one of our parent or subsidiary corporations may not be granted ISOs. In addition, no ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of the total combined voting power of all classes of GATX stock unless (1) the exercise price of the ISO is at least 110% of the fair market value of the common stock subject to the ISO on the date of grant and (2) the term of the ISO does not exceed five years. To the extent that the aggregate fair market value of the shares with respect to which ISOs are exercisable for the first time by a participant during any calendar year exceeds $100,000, the portion in excess of $100,000 will be treated as NQSOs.
The Administrator will establish and set forth in the agreement evidencing an option whether the option will continue to be exercisable, and the terms and conditions of such exercise, after a participant terminates service with us.
Stock Appreciation Rights
SARs provide for payment to the SAR holder based on increases in the price of GATX shares over a specified base or exercise price. The exercise price of a SAR must not be less than the fair market value of our common stock on the date of grant, other than in the case of SARs that are assumed or substituted in connection with certain corporate transactions. SARs may be granted in connection with options or other awards or separately. The term of each SAR is set by the Administrator up to a maximum of ten years from the date of grant.
Restricted Stock
A restricted stock award is a non-transferable grant of shares at a price determined by the Administrator (which price may be zero) and, unless otherwise determined by the Administrator at the time of award, may be forfeited upon termination of employment or service during a restricted period. Subject to the minimum vesting provisions of the Restated Plan, restricted stock will vest according to the terms of each individual award agreement, as determined by the Administrator. Any dividends that accrue on restricted stock will be held and not paid until the restricted stock vests.
Restricted Stock Units
RSUs represent the right to receive shares at a specified date in the future. On the vesting date specified in the award agreement, GATX will deliver to the holder of the RSU, unrestricted shares of GATX which will be freely transferable. Subject to the minimum vesting provisions of the Restated Plan, the Administrator will specify the vesting requirements in each award agreement. RSUs may also provide for deferral of settlement beyond the vesting date.
Dividend Equivalents
Dividend equivalents may be paid in cash or shares and represent the value of the dividends on the shares, calculated with reference to the number of shares covered by an award. Dividend equivalents paid in cash do not count against the share and award limits under the Restated Plan. Dividend equivalents will be paid out only if, when, and to the extent that the underlying awards vest. The value of dividends and other distributions payable with respect to awards that do not vest will be forfeited.
Performance Awards
Performance awards are denominated in cash or GATX shares and are linked to the satisfaction of performance criteria established by the Administrator. The value of the performance awards may be linked to any performance criteria which may include, but are not limited to, the following: earnings (either before or after any one or more of interest, taxes, depreciation, and amortization); economic value-added; gross or net sales or revenue; income (gross or net, before or after taxes); adjusted income (gross or net); operating earnings or profit; cash flow (including, but not limited to, operating
GATX CORPORATION - 2026 Proxy Statement | 77 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
cash flow and free cash flow); return on capital; return on assets; return on shareholders’ equity; total shareholder return; return on sales; gross or net profit or operating margin; costs; funds from operations; expenses; productivity; return on net assets; operating efficiency; economic value; working capital; earnings per share; adjusted earnings per share; regulatory body approval for commercialization of a product; implementation or completion of critical projects; cash flow return on capital; price per share of common stock; market share; investment volume; total gross income less total ownership costs; and ownership costs. Any of the foregoing criteria may be measured either in absolute terms, as an incremental increase or decrease, or as compared to results of a peer group or market performance indicators.
Stock Payments
Payments to participants of bonuses or other compensation under the Restated Plan may be made in the form of shares.
Phantom Stock
Phantom stock typically is awarded without payment of consideration and may be subject to vesting conditions, including satisfaction of performance criteria. Recipients of phantom stock also have no voting rights, and no dividend equivalents that accrue on phantom stock will be paid, prior to vesting and delivery of the phantom stock. Payment for phantom stock may be made in cash, shares, or any combination of the two. Payment for phantom stock is not actually issued until the phantom stock award has vested.
Minimum Vesting Period
The Restated Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made pursuant to the Restated Plan may not vest earlier than the first anniversary of the grant date of the award. The limited exceptions allow the issuance of awards on or after the effective date of the Restated Plan of (1) any awards delivered in lieu of fully-vested cash-based awards under the Restated Plan (or other fully-vested cash awards or payments), (2) any awards to non-employee directors for which the vesting period runs from the date of one annual meeting of our shareholders to the next annual meeting of our shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, or (3) any other awards that result in the issuance of an aggregate of not more than 5% of the aggregate share reserve under the Restated Plan. The Administrator has the authority to waive the one-year vesting restrictions upon a participant’s death, retirement, disability, termination of service, or the consummation of a change in control.
Prohibition on Repricing
The Restated Plan prohibits the Administrator from repricing options or SARs without shareholder approval (other than as permitted in connection with certain transactions), including any repricing accomplished through the cancellation of an option or SAR in exchange for cash or another award when the exercise price of the option or SAR exceeds the current fair market value of the common stock.
Change of Control
In connection with a change of control, all outstanding awards will continue in effect or be assumed or converted in the transaction. If an award is continued, assumed, or substituted for an equivalent award and a participant’s service is terminated without cause within twenty-four months, or such lesser period as provided in the award agreement, following the change of control, then the participant will become fully vested in the continued, assumed, or substituted award. In the event that outstanding awards are not assumed or substituted, such awards will become fully exercisable immediately prior to the change of control and all forfeiture restrictions on such awards will lapse.
Adjustments upon Certain Events
In the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, or other distribution (other than normal cash dividends) of GATX assets to shareholders, or other similar changes affecting the shares or share price of GATX common stock, the Administrator shall make equitable adjustments to reflect changes with respect to (1) the terms and conditions of any outstanding awards, (2) the number and kind of shares subject to an award, (3) the aggregate number and kind of shares that may be issued under the Restated Plan, the individual award limits under the Restated Plan, the ISO limit under the Restated Plan, and the manner in which Full Value Awards are counted against the share reserve, and (4) the grant or exercise price per share for any outstanding awards. In addition, upon such events, or any unusual or nonrecurring transactions or events affecting GATX, our financial statements, or changes in applicable laws or accounting principles, the Administrator may provide for the (A) termination
78 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
of any awards in exchange for cash equal to the amount the holder would otherwise be entitled if they had exercised the award, (B) full vesting, exercisability, or payment of any award, (C) assumption of such award by any successor, (D) replacement of such award with other rights or property, (E) the adjustment of the number and type of shares and/or the terms and conditions of the awards and awards which may be granted in the future, or (F) that awards cannot vest, be exercised or become payable after such event.
Amendment and Termination
The Restated Plan may be wholly or partially amended or otherwise modified, suspended, or terminated at any time by the Board, provided that shareholder approval will be obtained for any amendment that (1) increases the number of shares available under the Restated Plan, (2) reduces the exercise price of any outstanding option or SAR, (3) cancels any option or SAR in exchange for cash or for another award having a lower per share exercise price, or (4) is necessary or desirable to comply with any applicable law or stock exchange rule.
No awards may be granted or awarded during any period of suspension or after termination of the Restated Plan, and in no event may ISOs be granted under the Restated Plan after the tenth anniversary of the date on which the Restated Plan was adopted by the Board.
Awards Not Transferable
In general, awards may not be pledged, assigned, or transferred other than by will or by laws of descent and distribution. The Administrator may allow awards other than ISOs to be transferred for estate or tax planning purposes to members of the holder’s family, charitable institutions, or trusts for the benefit of family members.
Forfeiture and Clawbacks
All awards (including the gross amount of any proceeds, gains, or other economic benefit obtained in connection with any award) made under the Restated Plan are subject to clawback by GATX to the extent required to comply with applicable laws or to the extent expressly covered by a GATX clawback policy.
Securities Laws
The Restated Plan is intended to conform to all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and all regulations and rules promulgated by the SEC thereunder.
Tax Withholding
As a condition to the issuance or delivery of stock or payment of other compensation pursuant to the exercise or lapse of restrictions on any award, GATX has the authority to require participants to discharge all applicable withholding tax obligations. Shares held by or to be issued to a participant may also be used to discharge tax withholding obligations, subject to the discretion of the Administrator to disapprove of such use.
United States Federal Income Tax Consequences
The tax consequences of the Restated Plan under current U.S. federal law are summarized in the following discussion. This discussion is limited to the general tax principles applicable to the Restated Plan, is intended for general information only and is not tax advice. State, local, and foreign income taxes are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality.
Nonqualified Stock Options
For U.S. federal income tax purposes, an option holder generally will not recognize taxable income at the time a NQSO is granted under the Restated Plan. The holder will recognize ordinary income, and GATX generally will be entitled to a deduction, upon the exercise of a NQSO. The amount of income recognized (and the amount deductible by GATX) generally will be equal to the excess, if any, of the fair market value of the shares at the time of exercise over the aggregate exercise price paid for the option. Upon a subsequent disposition, any subsequent gain or loss will generally be taxable as capital gain or loss.
GATX CORPORATION - 2026 Proxy Statement | 79 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Incentive Stock Options
A holder of an ISO generally will not recognize taxable income either at the time of grant or at the time of exercise. However, the amount by which the fair market value of the shares at the time of exercise exceeds the exercise price will be an “item of tax preference” to the holder for purposes of the alternative minimum tax. Generally, upon the sale or other taxable disposition of the shares acquired upon exercise of an ISO, the holder will recognize taxable income. If shares acquired upon the exercise of an ISO are held for the longer of two years from the date of grant or one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition will be treated as a long-term capital gain or loss, and GATX will not be entitled to any deduction. If this holding period is not met and the stock is sold for a gain, then the difference between the option price and the fair market value of the stock on the date of exercise will be taxed as ordinary income and any gain over that will be eligible for long or short term capital gain treatment. If the holding period is not met and the shares are disposed of for less than the fair market value on the date of exercise, then the amount of ordinary income is limited to the excess, if any, of the amount realized over the exercise price paid. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of an ISO.
Stock Appreciation Rights
No taxable income is generally recognized upon the grant of SARs. Upon exercise, the cash or the fair market value of the shares received generally will be taxable as ordinary income in the year of such exercise. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of a SAR.
Restricted Stock
A holder of restricted stock generally will not recognize taxable income upon issuance, and GATX generally will not then be entitled to a deduction, unless an election is made by the holder under Section 83(b) of the Code. However, when the restricted stock vests and the shares are no longer subject to a substantial risk of forfeiture, the holder generally will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the vesting date over the purchase price thereof. If an election is made under Section 83(b) of the Code, then the holder generally will recognize ordinary income on the date of issuance equal to the excess, if any, of the fair market value of the shares on that date over the purchase price therefor. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of restricted stock.
Restricted Stock Units
A holder of RSUs generally will not recognize taxable income upon the grant thereof. However, when the RSUs vest and shares (or cash) are delivered to the holder, the value of such shares (or cash) at that time will be taxable to the holder as ordinary income. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of RSUs.
Phantom Stock
A holder of a phantom stock award will generally not recognize taxable income upon grant. However, when the phantom stock vests and shares are delivered to the holder, the value of such shares at that time will be taxable to the holder as ordinary income. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of a phantom stock award.
Stock Payment Awards
A holder will recognize taxable ordinary income on the fair market value of any stock delivered as payment for bonuses or other compensation under the Restated Plan. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of a stock award.
Performance Awards
A holder who has been granted a performance award (either performance unit or stock) generally will not recognize taxable income at the time of grant, and GATX will not be entitled to a deduction at that time. When the award vests and is paid, whether in cash or shares, the holder generally will recognize ordinary income. GATX generally will be entitled to a deduction in the amount of any ordinary income recognized by the holder of a performance award.
80 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Code Section 409A
Certain types of awards under the Restated Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the Restated Plan and awards granted under the Restated Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the Administrator, the Restated Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.
New Plan Benefits
The number of awards that an individual participant may receive under the Restated Plan is in the discretion of the Administrator, which has not determined the type or amount of awards that will be granted in the future to specific individuals. However, under our current director compensation program, our non-employee directors are entitled to receive an annual grant of RSUs as described above under “Director Compensation.”
Plan Benefits
The table below sets forth summary information concerning the number of shares of our common stock subject to equity awards granted to the individuals and groups identified below under the Existing Plan that remained outstanding as of December 31, 2025.
| Number of | | | |||
Restricted | ||||||
Stock Units | Number of | Number of | ||||
/ Phantom | Performance | Stock Options | ||||
Name and Position | Stock Units | Shares(1) | / SARs | |||
Robert C. Lyons, |
| — |
| 45,980 |
| 215,400 |
Thomas A. Ellman, |
| — |
| 15,350 |
| 97,500 |
Paul F. Titterton, |
| — |
| 11,480 |
| 44,100 |
Brian L. Glassberg, |
| — |
| 6,110 |
| 23,700 |
Kim Nero, |
| — |
| 5,850 |
| 29,200 |
All Current Executive Officers as a Group |
| 3,816 |
| 108,480 |
| 529,234 |
All Current Non-Employee Directors as a Group(2) |
| 247,317 |
| — |
| — |
Each Associate of any such Directors or Executive Officers |
| — |
| — |
| — |
Each Other Person who Received or are to Receive 5% of Such Options or Rights |
| — |
| — |
| — |
All Employees, Including all Current Officers who are not Executive Officers, as a Group |
| 81,620 |
| — |
| 402,938 |
| (1) | Performance shares are reflected assuming “target” performance. |
| (2) | All current non-employee directors, and Mr. Lyons, are the director nominees at the Annual Meeting. |
GATX CORPORATION - 2026 Proxy Statement | 81 |
Table of Contents
PROPOSAL 3: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2012 INCENTIVE AWARD PLAN
Equity Compensation Plan Information
The following table provides certain information as of December 31, 2025 about the GATX common stock that may be issued under our existing equity compensation plans:
| Number of | | | ||||
Securities to be | |||||||
Issued Upon | |||||||
Exercise of | Weighted-Average | Number of Securities Remaining | |||||
Outstanding | Exercise Price of | Available for Future Issuance | |||||
Options, | Outstanding | Under Equity Compensation | |||||
Warrants and | Options, Warrants | Plans (excluding securities | |||||
Rights | and Rights | reflected in Column (a)) | |||||
Plan Category | (a) | (b) | (c) | ||||
Equity Compensation Plans Approved by Shareholders |
| 1,373,405 | (1) | $ | 117.49 | (2) | 1,456,885 |
Equity Compensation Plans Not Approved by Shareholders |
| — |
|
| — | ||
Total |
| 1,373,405 |
|
| 1,456,885 | ||
| (1) | Consists of 932,172 non-qualified stock options, 108,480 performance shares (at target), 85,436 restricted stock units and 247,317 non-employee director awards, which consist of a mix of phantom stock units and restricted stock units. At maximum performance, performance shares are eligible to vest at 200% of the target award. |
| (2) | The weighted-average exercise price does not include performance shares, restricted stock or phantom stock units. |
Vote Required
Approval of the amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan requires the affirmative vote of a majority of votes cast on the proposal. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of Proposal 3.
The Board of Directors recommends that you vote FOR approval of the Restated Plan. |
82 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026, and our Board is seeking shareholder ratification of the appointment. Ernst & Young LLP and its predecessor firms have served as our independent registered public accounting firm since 1916. Shareholder ratification of this appointment is not required by our By-Laws or applicable laws and regulations. However, our Board annually submits this appointment for shareholder ratification as an element of our strong governance program. While this vote cannot be binding, if shareholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take the vote into account in making future appointments. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions by shareholders.
Audit Committee Evaluation
In determining whether to reappoint Ernst & Young LLP, the Audit Committee considered the qualifications, performance, and independence of the firm and the audit engagement team, the quality of its discussions with Ernst & Young LLP, and the fees charged by Ernst & Young LLP for the breadth of services provided. In connection with the 2026 appointment, the Audit Committee considered, among other things, the following:
| ● | Audit Quality — The quality of Ernst & Young LLP’s audit and non-audit work, based on its oversight of the firm’s work product, as well as its discussions with management in executive session without Ernst & Young LLP present and its discussions with Ernst & Young LLP in executive session without management present |
| ● | Performance — Ernst & Young LLP’s reports on its quality controls and its performance during our 2025 and prior-year audits |
| ● | Qualitative Review — Ernst & Young LLP’s (i) expertise and resources, (ii) audit planning, (iii) communication and interaction, (iv) independence, objectivity, and professional skepticism, and (v) value for fees |
| ● | Self-Assessment — Ernst & Young LLP’s annual self-assessment of its accomplishments in connection with its audit, its satisfaction of the service needs and expectations of the Audit Committee and management, and areas of continued focus and improvement opportunities |
| ● | Regulatory Reviews — External data on the firm’s audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on Ernst & Young LLP and its peer firms |
| ● | Reasonableness of Fees — The appropriateness of Ernst & Young LLP’s fees for audit and non-audit services, both on an absolute basis and relative to comparable firms |
| ● | Independence — Written disclosures from the firm and the independence letter required by the PCAOB |
| ● | Tenure — Ernst & Young LLP’s tenure as our independent auditor, including the benefits of having a long-tenured auditor and the institutional knowledge gained from prior years of engagement |
The Audit Committee determined that the appointment of Ernst & Young LLP is in the best interest of GATX and our shareholders. The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026 and recommends that shareholders ratify the appointment at the Annual Meeting.
Vote Required
Approval of the proposal to ratify Ernst & Young LLP as our independent registered public accounting firm for 2026 requires the affirmative vote of a majority of votes cast on the proposal. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of Proposal 4.
The Board of Directors recommends that you vote FOR the proposal to ratify Ernst & Young LLP as our independent registered public accounting firm for 2026. |
GATX CORPORATION - 2026 Proxy Statement | 83 |
Table of Contents
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee Report
The Audit Committee’s responsibilities, as set forth in its charter, include providing oversight of our financial accounting and reporting process through periodic meetings with our management, independent registered public accounting firm, and internal auditors to review accounting, auditing, internal controls, and financial reporting matters. The Audit Committee Charter is available on our website (www.gatx.com) in the Investor Relations section under “Governance.”
The Audit Committee has the ultimate authority to select and engage our independent registered public accounting firm, evaluate its performance, evaluate the performance of the lead audit partner, oversee the required rotation of the lead audit partner every five years, review and consider the selection of the lead audit partner, approve all audit and non-audit work, and approve all associated fees. The Audit Committee’s oversight includes regular private sessions with the independent registered public accounting firm and discussions with the firm regarding the scope of its audit.
GATX management is responsible for the preparation and integrity of our financial reporting information and related systems of internal control. In the discharge of its functions, the Audit Committee relies on our management (including senior financial management), internal audit staff, and independent registered public accounting firm.
It is not the Audit Committee’s responsibility to plan or conduct audits or to determine that our financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles. That work is the responsibility of GATX management and our independent registered public accounting firm. In making its recommendation to the Board noted below, the Audit Committee has relied on management to prepare the financial statements with integrity and objectivity and in conformance with generally accepted accounting principles and the report of our independent registered public accounting firm with respect to the financial statements.
The Audit Committee currently consists of five directors: Ms. Aigotti (Chair), Ms. Arvia, Ms. Bausch, Mr. Holmes, and Mr. Wetherbee, each of whom is an “independent director” under the NYSE listing standards applicable to Audit Committee members. The Board has determined that each member of the Audit Committee is financially literate and has accounting and related financial management expertise, and that each of Ms. Aigotti, Ms. Arvia, Mr. Holmes, and Mr. Wetherbee is an “audit committee financial expert” (as such term is defined by the SEC).
The Audit Committee has reviewed and discussed with management the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed under the applicable requirements of the PCAOB and the SEC, including the quality of our accounting policies, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee also has received from Ernst & Young LLP the written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3256, Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed with Ernst & Young LLP its independence.
Based on the review and discussions noted above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
Diane M. Aigotti (Chair)
Anne L. Arvia
Shelley J. Bausch
John M. Holmes
Robert S. Wetherbee
84 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Pre-Approval Policy
Pursuant to our pre-approval policy, the Audit Committee must pre-approve all audit and non-audit services provided to GATX by our independent registered public accounting firm before the firm is engaged to perform the services. Each year, the Audit Committee reviews the annual audit plan submitted by the independent registered public accounting firm and pre-approves all necessary and appropriate audit services for the year.
Each quarter, the Company and the independent registered public accounting firm jointly provide the Audit Committee a report of all the audit-related, tax, and other non-audit services that were performed by the independent registered public accounting firm during the current fiscal quarter pursuant to the authority previously approved by the Audit Committee. In addition, the Company and the independent registered public accounting firm provide the Audit Committee with an estimate of the nature and amount of the services expected to be needed in the next fiscal quarter, together with a joint statement confirming that the services are consistent with the SEC’s rules on auditor independence. The Audit Committee then pre-approves those services, as appropriate. Any proposed changes to the estimate of services reviewed as part of the annual audit plan also are discussed with the Audit Committee at that time. The Audit Committee may delegate pre-approval authority to one or more of its members. Any member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
Audit and Other Related Fees
Audit Fees
The aggregate fees for professional services rendered by Ernst & Young LLP in connection with (i) the audit of the annual financial statements set forth in our Annual Report on Form 10-K, (ii) the review of the interim financial statements in our Quarterly Reports on Form 10-Q, (iii) comfort letters, consents, and other services related to SEC filings, and (iv) related audit services provided to other subsidiaries of GATX were approximately $4,362,000 for 2025 and $3,402,000 for 2024. Audit fees in 2025 included amounts related to the Wells Fargo Transaction. Audit fees also include the audit of the effectiveness of our internal control over financial reporting as required by SEC rules adopted under Section 404 of the Sarbanes-Oxley Act of 2002.
Audit-Related Fees
The aggregate fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements were approximately $174,000 for 2025 and $290,000 for 2024. The services performed included employee benefit plan audits and other attestation engagements.
Tax Fees
The aggregate fees for professional services rendered for federal and international tax compliance, advice, and planning were approximately $33,000 for 2025 and $42,000 for 2024.
All Other Fees
Fees for other professional services rendered by Ernst & Young LLP were approximately $2,000 for 2025 and $2,000 for 2024, primarily related to access and use of Ernst & Young LLP’s online accounting research tool.
GATX CORPORATION - 2026 Proxy Statement | 85 |
Table of Contents
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Each director, each NEO named in the Summary Compensation Table, and all directors and current executive officers as a group, owned the number of shares of GATX common stock set forth in the following table:
| Shares of Common Stock |
| |
Beneficially Owned as of |
| ||
Name of Beneficial Owner | February 27, 2026(1)(2)(3) |
| |
Diane M. Aigotti |
| 2,748 | |
Anne L. Arvia |
| 31,776 | |
Shelley J. Bausch |
| 510 | |
John M. Holmes |
| 1,529 | |
James B. Ream |
| 32,329 | |
Adam L. Stanley |
| 1,345 | |
Robert S. Wetherbee |
| 669 | |
Paul G. Yovovich |
| 7,166 | |
Robert C. Lyons |
| 223,036 | |
Thomas A. Ellman |
| 127,237 | |
Paul F. Titterton |
| 42,034 | |
Brian L. Glassberg |
| 22,573 | |
Kim Nero | 27,969 | ||
All directors and current executive officers as a group (22 persons) |
| 660,899 |
(1) | For non-employee directors, amounts shown include: (a) RSUs that will vest in full on April 24, 2026 and be payable in shares of common stock on such date, as follows: Ms. Arvia (943), Mr. Stanley (943), Mr. Wetherbee (669), and Mr. Yovovich (943); and (b) deferred RSUs and phantom stock units which would be payable in shares of common stock within 60 days of February 27, 2026 following a resignation of the director, as follows: Ms. Aigotti (2,037), Ms. Arvia (30,425), Ms. Bausch (510), Mr. Holmes (1,529), Mr. Ream (27,329), Mr. Stanley (402), and Mr. Yovovich (892). |
(2) | For executive officers, amounts shown include shares which may be obtained by exercise of previously granted stock options within 60 days of February 27, 2026, as follows: Mr. Lyons (169,366), Mr. Ellman (82,566), Mr. Titterton (31,566), Mr. Glassberg (15,532), Ms. Nero (23,666), and current executive officers as a group (409,024). |
(3) | Each person has sole investment and voting power of the shares listed (or shares such powers with his or her spouse). None of the directors or NEOs owned 1% or more of the Company’s outstanding shares of common stock. Directors and current executive officers as a group beneficially owned approximately 1.9% of the Company’s outstanding shares of common stock. Percentage of beneficial ownership is based on 35,523,634 shares outstanding as of February 27, 2026. |
86 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
PRINCIPAL SHAREHOLDERS
The entities listed below are the only persons known to us to beneficially own more than 5% of our common stock. To our knowledge, except as indicated in the footnotes to this table, the entities named below have sole voting and sole investment power with respect to all shares beneficially owned by them. Percentage of beneficial ownership is based on 35,523,634 shares outstanding as of February 27, 2026.
| Shares Beneficially | | Percent of Common |
| |
Name and Address of Beneficial Owner | Owned | Stock |
| ||
State Farm Mutual Automobile Insurance Company(1) |
| 5,665,488 |
| 15.9 | |
One State Farm Plaza | |||||
Bloomington, Illinois 61710 | |||||
BlackRock, Inc.(2) |
| 5,010,325 |
| 14.1 | |
50 Hudson Yards | |||||
New York, New York 10001 | |||||
The Vanguard Group, Inc.(3) |
| 3,917,862 |
| 11.0 | |
100 Vanguard Boulevard | |||||
Malvern, Pennsylvania 19355 | |||||
EARNEST Partners, LLC(4) |
| 2,969,754 |
| 8.4 | |
1180 Peachtree Street NE, Suite 2300 | |||||
Atlanta, Georgia 30309 | |||||
GAMCO Investors, Inc.(5) |
| 2,329,615 |
| 6.6 | |
One Corporate Center | |||||
Rye, New York 10580 |
(1) | Based on a Schedule 13G amendment filed with the SEC on February 12, 2024. Consists of (a) 3,336,000 shares held by State Farm Mutual Automobile Insurance Company, (b) 882,800 shares held by State Farm Fire and Casualty Company, (c) 4,200 shares held by State Farm Investment Management Corp., and (d) 1,442,488 shares held by State Farm Insurance Companies Employee Retirement Trust. State Farm Investment Management Corp. has shared voting and dispositive power as to the shares owned by it, and each of the other foregoing entities has sole voting and dispositive power as to the shares owned by it. Each of the foregoing entities expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a “group” under the regulations of the SEC with regard to the beneficial ownership of these shares of common stock. |
(2) | Based on a Schedule 13G amendment filed with the SEC on July 18, 2025. BlackRock, Inc. has sole voting power with respect to 4,926,494 of the reported shares and sole dispositive power with respect to all of the reported shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these shares. The interest of one such person, iShares Core S&P Small-Cap ETF, is more than 5% of the total outstanding common stock of GATX. |
(3) | Based on a Schedule 13G amendment filed with the SEC on February 13, 2024. The Vanguard Group, Inc. and certain of its affiliated entities (collectively, “Vanguard”) have sole voting power with respect to none of the reported shares and shared voting power with respect to 26,084 of the reported shares. Vanguard has sole dispositive power with respect to 3,855,299 of the reported shares and shared dispositive power with respect to 62,563 of the reported shares. No one affiliated entity owns more than 5% of the total outstanding common stock of GATX. |
(4) | Based on a Schedule 13G amendment filed with the SEC on February 12, 2024. EARNEST Partners, LLC has sole voting power with respect to 2,319,587 of the reported shares, shared voting power with respect to 3,714 of the reported shares, and sole dispositive power with respect to all the reported shares. EARNEST Partners, LLC is an investment adviser to its clients. No single client interest is more than 5% of the total outstanding common stock of GATX. |
(5) | Based on a Schedule 13D amendment filed with the SEC on January 16, 2025. Consists of (a) 1,321,365 shares held by GAMCO Asset Management Inc. (“GAMCO”), (b) 1,004,050 shares held by Gabelli Funds, LLC, and (c) 4,200 shares held by MJG Associates, Inc. Each of the persons filing the Schedule 13D has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the reported shares, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 48,200 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in GATX and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, Associated Capital Group, Inc., GAMCO Investors, Inc. and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other reporting persons. |
GATX CORPORATION - 2026 Proxy Statement | 87 |
Table of Contents
FORWARD-LOOKING STATEMENTS
Statements in this Proxy Statement not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. Forward-looking statements include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “continue,” “likely,” “will,” “would,” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements, except to the extent required by applicable law.
The following factors, among others and in addition to the risks, uncertainties and other important factors discussed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from our current expectations expressed in forward-looking statements:
| ● | a significant decline in customer demand for our transportation assets or services, including as a result of: |
— | prolonged inflation or deflation |
— | high interest rates |
— | weak macroeconomic conditions and world trade policies |
— | weak market conditions in our customers' businesses |
— | adverse changes in the price of, or demand for, commodities |
— | changes in railroad operations, efficiency, pricing and service offerings |
— | changes in, or disruptions to, supply chains |
— | availability of pipelines, trucks, and other alternative modes of transportation |
— | changes in conditions affecting the aviation industry, including geopolitical tensions or conflicts, geographic exposure, and customer concentrations |
— | customers' desire to buy, rather than lease, our transportation assets |
— | other operational or commercial needs or decisions of our customers |
| ● | reduced demand for our rail assets resulting from a change in pricing, service offerings, or operating conditions of North American railroads |
| ● | competitive factors in our primary markets |
| ● | threatened or implemented changes in tariffs or other global trade policies |
| ● | higher costs associated with increased assignments of our transportation assets following non-renewal of leases or a significant increase in compliance-based maintenance events |
| ● | events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure |
| ● | financial and operational risks associated with long-term purchase commitments for transportation assets |
| ● | reduced opportunities to generate asset remarketing income |
| ● | inability to successfully consummate and manage ongoing acquisition and divestiture activities, including the recent acquisition of the Wells Fargo fleet |
88 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
FORWARD-LOOKING STATEMENTS
| ● | reliance on Rolls-Royce in connection with our aircraft spare engine leasing businesses |
| ● | potential obsolescence of our assets |
| ● | risks related to our international operations and expansion into new geographic markets, including laws, regulations, tariffs, taxes, treaties or trade barriers affecting our activities in the countries where we do business |
| ● | failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees |
| ● | inability to attract, retain, and motivate qualified personnel, including key management personnel |
| ● | inability to protect our information technology from cybersecurity threats |
| ● | risks posed by artificial intelligence |
| ● | exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving transportation assets |
| ● | changes in, or failure to comply with, laws, rules, and regulations |
| ● | environmental liabilities and remediation costs |
| ● | operational, functional and regulatory risks associated with climate change, severe weather events, and other environmental concerns |
| ● | risks associated with sustainability concerns |
| ● | U.S. and global political conditions and the impact of increased geopolitical tension, civil unrest and armed conflict on domestic and global economic conditions |
| ● | prolonged inflation or deflation or interest rate increases |
| ● | deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs |
| ● | fluctuations in foreign exchange rates |
| ● | inability to obtain cost-effective insurance |
| ● | changes in assumptions, increases in funding requirements or investment losses in our pension and post-retirement plans |
| ● | inadequate allowances to cover credit losses in our portfolio |
| ● | asset impairment charges we may be required to recognize |
| ● | inability to maintain effective internal control over financial reporting and disclosure controls and procedures |
| ● | risks of a widespread health crisis |
GATX CORPORATION - 2026 Proxy Statement | 89 |
Table of Contents
OTHER INFORMATION
Shareholder Proposals
2026 Annual Meeting Proposals
The Board does not know of any matters to be presented at the meeting other than those described in this Proxy Statement, and we have not received notice of any shareholder proposals for the upcoming Annual Meeting. In the event that a shareholder proposal is made at the Annual Meeting, the Proxyholders (as defined below) may exercise their discretionary voting authority under the proxies they hold to vote in accordance with their best judgment on any such proposal.
2027 Shareholder Proposals
Proposals Under SEC Rule 14a-8
In order for a shareholder proposal to be considered for inclusion in our proxy materials for the 2027 Annual Meeting of Shareholders pursuant to SEC Rule 14a-8, the shareholder proposal must be received by the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no later than November 13, 2026. Any such proposal may be included in next year’s Proxy Statement only if it complies with our By-Laws and the rules and regulations promulgated by the SEC, including Rule 14a-8. Nothing in this section shall be deemed to require us to include, in our proxy materials relating to any annual meeting, a shareholder proposal that does not meet all of the requirements for inclusion established by the SEC.
Non-14a-8 Proposals
If a shareholder intends to present a proposal for consideration at the 2027 Annual Meeting of Shareholders outside the processes of SEC Rule 14a-8, the proposal must be received by the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no earlier than December 25, 2026, and no later than January 24, 2027. The notice must contain, and be accompanied by, all of the information as specified in our By-Laws. We recommend that any shareholder wishing to bring any item before an Annual Meeting of Shareholders review our By-Laws, which are available on our website (www.gatx.com) in the Investor Relations section under “Governance.”
2027 Director Nominations
Director nominations by shareholders for consideration at the 2027 Annual Meeting of Shareholders must be received by the Governance Committee, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no earlier than December 25, 2026, and no later than January 24, 2027. The notice must contain, and be accompanied by all information required by our By-Laws, the proxy rules, and applicable law. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 23, 2027.
90 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why did I not receive a full set of proxy materials?
The Company is furnishing proxy materials to our shareholders this year primarily through “notice-and-access” delivery pursuant to SEC rules. As a result, beginning on or about March 13, 2026, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access proxy materials on the Internet. Shareholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Shareholders who have previously requested to receive a paper copy of the proxy materials will receive a full paper set of proxy materials by mail.
Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our shareholders and reduces the cost of producing and mailing the full set of proxy materials. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access the proxy materials and vote on the Internet. If you would like to receive paper copies of our proxy materials in the mail, you may follow the instructions on the Notice of Internet Availability for making this request.
Who may vote at the Annual Meeting?
Only holders of shares of our common stock as of the close of business on February 27, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On that day, 35,523,634 shares of common stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting.
How do I attend the virtual Annual Meeting?
Shareholder of Record. If your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the shareholder “of record” with respect to those shares. If you are a shareholder of record, you will need to visit https://meetnow.global/M5WAZJH and enter your 15-digit Control Number to attend the virtual Annual Meeting. Your Control Number was provided in the Notice of Internet Availability or proxy card you received.
Beneficial Owner of Shares Held in Street Name. If you hold your shares through a broker, bank, or other nominee, you will need to register in advance to receive a Control Number and participate in the meeting. To register you must obtain a legal proxy, executed in your favor, from the broker, bank, or other nominee that holds your shares and submit proof of your legal proxy reflecting the number of shares of GATX stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your record holder, or attach an image of your legal proxy to an email, to legalproxy@computershare.com. By mail: Computershare, GATX Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 20, 2026. You will receive a confirmation of your registration, with a Control Number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/M5WAZJH and enter your Control Number to attend the virtual Annual Meeting.
Attending as a Guest. Those without a Control Number may attend as guests, but they will not have the option to vote their shares or participate during the virtual Annual Meeting.
Technical Assistance. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it, you may call 888-724-2416.
GATX CORPORATION - 2026 Proxy Statement | 91 |
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
How do I vote?
Shareholder of Record. If you are a shareholder of record, you can vote (1) by internet or telephone by following the instructions on the Notice of Internet Availability or proxy card, (2) signing, dating, and returning a written proxy card which may be requested by following the instructions on the Notice of Internet Availability that you received, or (3) attending the virtual Annual Meeting and voting online.
Beneficial Owner of Shares Held in Street Name. If you hold your shares through a broker, bank, or other nominee, then the nominee holding your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that nominee on how to vote the shares held in your account. Your nominee will provide you with instructions on how to vote your shares, including any available telephone or internet voting options. If you hold your shares through a broker, bank, or other nominee and would like to vote online at the Annual Meeting, you must first obtain a legal proxy issued in your name from the nominee that holds your shares and register to attend the Annual Meeting as described above under —How do I attend the virtual Annual Meeting?—Beneficial Owner of Shares Held in Street Name.
What does it mean to vote by proxy?
It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to each of our Chief Executive Officer, Chief Financial Officer, and General Counsel (the “Proxyholders”). In this way, you ensure that your vote will be counted even if you are unable to attend the Annual Meeting.
What happens if I do not give specific voting instructions?
Shareholder of Record. If you are a shareholder of record and you indicate when voting by internet or telephone that you wish to vote as recommended by the Board, or you sign and return a proxy card (if you so requested) without giving specific voting instructions, the Proxyholders will vote your shares (1) FOR the election of each of the Board’s nominees for director, (2) FOR the adoption of the shareholder advisory resolution to approve the Company’s executive compensation, (3) FOR the approval of the amendment and restatement of our 2012 Incentive Award Plan, and (4) FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026.
Beneficial Owner of Shares Held in Street Name. If you hold your shares through a broker, bank, or other nominee and you do not provide that broker, bank, or other nominee with specific voting instructions, under the rules of the various national and regional securities exchanges, the broker, bank, or other nominee that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters without specific voting instructions from you. If your broker, bank, or other nominee does not receive instructions from you on how to vote your shares on a non-routine matter, your broker, bank, or other nominee will inform the inspector of election that it does not have the authority to vote your shares on that matter. This is generally referred to as a “broker non-vote.”
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 (Proposal No. 4) is considered a “routine” matter. Since any broker, bank, or other nominee may generally vote on routine matters, even without specific voting instructions from the underlying beneficial owner, no broker non-votes are expected to occur in connection with Proposal No. 4. The election of directors (Proposal No. 1), the advisory vote on executive compensation (Proposal No. 2), and the vote to approve the amendment and restatement of our 2012 Incentive Award Plan (Proposal No. 3) are considered “non-routine” matters, so any broker, bank, or other nominee cannot vote on those matters without instructions from the beneficial owner of the shares; therefore, broker non-votes may occur on Proposals 1, 2 and 3.
92 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
How are the votes counted?
Our transfer agent, Computershare Investor Services, will serve as tabulator and will count the votes. You may vote FOR, AGAINST, or ABSTAIN for each of Proposals 2, 3, and 4 and with respect to each director nominee on Proposal 1. If you abstain from voting on the election of any director nominee, Proposal 2, Proposal 3, or Proposal 4, your abstention will not have an effect on the outcome of the vote for such matter. Similarly, broker non-votes will not have an effect on the outcome of the vote for any director election, Proposal 2, Proposal 3, or Proposal 4. In tabulating the voting results on any of the proposals at the Annual Meeting, only FOR and AGAINST votes will be counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present.
Can I change my mind after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. If you vote by internet or by telephone, only your latest internet or telephone proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a proxy card, you may change your vote by completing a new proxy card with a later date. You may also revoke your proxy and change your vote by virtually attending the meeting and voting online. However, your virtual attendance at the virtual Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering written notice to the Company’s Corporate Secretary at 233 South Wacker Drive, Chicago, Illinois 60606-7147.
What happens if other matters come up at the Annual Meeting?
If any matters other than those referred to in the Notice of Annual Meeting properly come before the meeting, the Proxyholders will have the discretion to vote the proxies held by them in accordance with their best judgment. However, we have not received timely and proper notice from any shareholder of any other matter to be presented at the meeting.
What constitutes a quorum?
The Annual Meeting will be held only if a quorum is present. A quorum will be present if a majority of the 35,523,634 shares of our common stock issued and outstanding on the Record Date are represented, virtually, online or by proxy, at the Annual Meeting. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.
How is it determined whether a matter has been approved?
Assuming a quorum is present, each director nominee will be elected by a majority of votes cast with respect to his or her election. A majority of votes cast means that the number of votes cast FOR the election of a director nominee exceeds the number of votes cast AGAINST such director nominee’s election. Under the Board’s existing resignation policy, each director is expected to tender his or her resignation when nominated for election to the Board. The resignation will become effective only if the director receives more votes AGAINST his or her election than FOR votes and the Governance Committee, or other duly authorized committee of the Board, decides to accept the resignation. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of director nominees.
Approval of Proposals 2, 3, and 4 each requires the affirmative vote of a majority of the votes cast in favor of or against the proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of Proposals 2, 3, and 4.
GATX CORPORATION - 2026 Proxy Statement | 93 |
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What shares are covered by the Notice of Internet Availability or proxy card?
Shareholders Who Are Not Current or Former GATX Employees. If you are not a current or former employee of GATX, the Notice of Internet Availability or proxy card (if so requested) covers all shares held by you of record.
Current or Former GATX Employees. If you are a current or former employee of GATX and you have shares in the GATX Stock Fund as a result of your participation in the GATX salaried or hourly 401(k) plans (collectively, the “401(k) Plans”), you will receive a separate proxy card for any shares you hold in those plans (your “Plan Shares”). This separate proxy card will cover all of your Plan Shares. Subject to applicable law, the trustee of the 401(k) Plans will vote your Plan Shares in accordance with the voting instructions you provide by completing and returning the proxy card for your Plan Shares or by voting your Plan Shares by internet or by telephone. If you do not instruct the trustee how to vote, the trustee will vote your Plan Shares in the same proportion as those Plan Shares for which the trustee receives timely voting instructions from other shareholder participants in the 401(k) Plans. To allow sufficient time for the trustee to vote your Plan Shares in accordance with your direction, your voting instructions must be received by the trustee no later than 8:00 a.m. Eastern Time on April 22, 2026. Please note that the proxy card covering your Plan Shares does not cover any other GATX shares held by you outside of the 401(k) Plans, and you will need to provide separate voting instructions for your non-Plan Shares as described above.
Who pays to prepare, mail, and solicit the proxies?
GATX pays all the costs of preparing, mailing, and soliciting proxies. We ask brokers, banks, and other nominees to forward proxy materials to the beneficial owners and to obtain authority to execute proxies, and we generally reimburse these brokers, banks, and other nominees for their expenses upon request.
We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, e-mail, and personal solicitation. For these services, we will pay D.F. King & Co., Inc. a fee of $12,000 plus expenses. In addition, certain directors, officers, or employees of the Company, who will receive no extra compensation for their services, may solicit proxies by telephone, e-mail, or personal contact.
Where can I find the voting results of the Annual Meeting?
We will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
By Order of the Board of Directors,
Executive Vice President, General Counsel and Secretary
94 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
Exhibit A Reconciliation of Non-GAAP Financial Measures
Non-GAAP Financial Measures
This Proxy Statement includes certain financial measures computed using non-GAAP components, as defined by the U.S. Securities and Exchange Commission. These measures are not in accordance with, or a substitute for, U.S. generally accepted accounting principles (“GAAP”), and our financial measures may be different from non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures.
We exclude the effects of certain tax adjustments and other items for purposes of presenting net income attributable to GATX, diluted earnings per share, and return on equity attributable to GATX because we believe these items are not attributable to our business operations. Management utilizes this information when analyzing financial performance because such amounts reflect the underlying operating results that are within management’s ability to influence. Accordingly, we believe presenting this information provides investors and other users of our financial statements with meaningful supplemental information for purposes of analyzing year-to-year financial performance on a comparable basis and assessing trends.
Reconciliation
The following table shows our shareholders’ equity, excluding accumulated other comprehensive loss, as of December 31 (in millions):
| 2025 | | 2024 | | 2023 | | 2022 |
| |||||
Total GATX Shareholders’ Equity (GAAP) | $ | 2,750.5 | $ | 2,438.9 | $ | 2,273.0 | $ | 2,029.6 | |||||
Add: accumulated other comprehensive loss |
| 104.6 |
| 209.6 |
| 167.6 |
| 211.6 | |||||
Total GATX Shareholders’ Equity, as adjusted (non-GAAP)(1) | $ | 2,855.1 | $ | 2,648.5 | $ | 2,440.6 | $ | 2,241.2 | |||||
The following tables show our net income attributable to GATX, diluted earnings per share, and return on equity attributable to GATX, excluding tax adjustments and other items (non-GAAP), for the years ended December 31 (in millions, except per share data):
Impact of Tax Adjustments and Other Items on Net Income Attributable to GATX: | | 2025 | | 2024 | | 2023 |
| |||
Net income (GAAP) | $ | 333.3 | $ | 284.2 | $ | 259.2 | ||||
Less: Net income attributable to non-controlling interest | — | — | — | |||||||
Net income attributable to GATX | $ | 333.3 | $ | 284.2 | $ | 259.2 | ||||
Adjustments to pre-tax income attributable to GATX: |
| |
| |
| | ||||
Acquisition-related expenses(2) | $ | 6.5 | $ | — | $ | — | ||||
Litigation claims settlements(3) | — | 3.3 | — | |||||||
Environmental reserves(4) |
| — |
| 10.7 |
| — | ||||
Net (gain) loss on Specialized Gas Vessels at Engine Leasing(5) | — | (0.6) | 4.0 | |||||||
Net gain on Rail Russia at Rail International(6) |
| — |
| — |
| (0.3) | ||||
Total adjustments to pre-tax income attributable to GATX | $ | 6.5 | $ | 13.4 | $ | 3.7 | ||||
Income taxes thereon, based on applicable effective tax rate | $ | (1.6) | $ | (3.5) | $ | — | ||||
Other income tax adjustments to income attributable to GATX: |
| |
| |
| | ||||
Income tax rate changes(7) | $ | (13.3) | $ | (6.0) | $ | (3.0) | ||||
Net operating loss valuation allowance adjustment(8) | 6.4 | — | (2.3) | |||||||
Total other income tax adjustments to income attributable to GATX | $ | (6.9) | $ | (6.0) | $ | (5.3) | ||||
Adjustments attributable to affiliates’ earnings, net of taxes: |
| |
| |
| | ||||
Insurance proceeds(9) | $ | (11.5) | $ | — | $ | — | ||||
Total adjustments attributable to affiliates’ earnings, net of taxes | $ | (11.5) | $ | — | $ | — | ||||
Net income attributable to GATX, excluding tax adjustments and other items (non-GAAP) | $ | 319.8 | $ | 288.1 | $ | 257.6 | ||||
GATX CORPORATION - 2026 Proxy Statement | A-1 |
Table of Contents
EXHIBIT A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Impact of Tax Adjustments and Other Items on Diluted Earnings Per Share: | | 2025 | | 2024 | | 2023 |
| |||
Diluted earnings per share (GAAP) | $ | 9.12 | $ | 7.78 | $ | 7.12 | ||||
Adjustments to income attributable to GATX, net of taxes: | ||||||||||
Acquisition-related expenses(2) | 0.13 | — | — | |||||||
Litigation claims settlements(3) | — | 0.07 | — | |||||||
Environmental reserves(4) |
| — |
| 0.22 |
| — | ||||
Net (gain) loss on Specialized Gas Vessels at Engine Leasing(5) |
| — |
| (0.02) |
| 0.11 | ||||
Net gain on Rail Russia at Rail International(6) |
| — |
| — |
| (0.01) | ||||
Other income tax adjustments to income attributable to GATX: |
| |||||||||
Income tax rate changes(7) | (0.37) | (0.16) | (0.08) | |||||||
Net operating loss valuation allowance adjustment(8) | 0.18 | — | (0.06) | |||||||
Adjustments attributable to affiliates’ earnings, net of taxes: |
|
|
| |
| | ||||
Insurance proceeds(9) |
| (0.31) |
| — |
| — | ||||
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)* | $ | 8.75 | $ | 7.89 | $ | 7.07 | ||||
Return on Equity Attributable to GATX: | | 2025 | | 2024 | | 2023 |
| |
Return on Equity attributable to GATX (GAAP) |
| 12.8 | % | 12.1 | % | 12.0 | % | |
Return on Equity attributable to GATX, excluding tax adjustments and other items (non-GAAP)(10) |
| 12.3 | % | 12.2 | % | 12.0 | % | |
LTI-Adjusted Return on Equity attributable to GATX, applicable for performance share plan measures (non-GAAP)(11) |
| 12.1 | % | 11.2 | % | 11.1 | % |
(*) | Sum of individual components may not be additive due to rounding. |
(1) | Total GATX Shareholders’ Equity used for purposes of calculating LTI-Adjusted Return on Equity attributable to GATX (non-GAAP) for the performance share plan. |
(2) | Expenses associated with the acquisition of Wells Fargo’s rail assets. |
(3) | Expenses recorded for the settlements of litigation claims arising out of legacy business operations. |
(4) | Reserves recorded for our share of anticipated environmental remediation costs arising out of prior operations and legacy businesses. |
(5) | In 2022, we made the decision to sell the Specialized Gas Vessels. We have recorded gains and losses associated with the subsequent impairments and sales of these assets. As of December 31, 2023, all vessels had been sold. |
(6) | In 2022, we made the decision to exit Rail Russia. In 2023, we sold Rail Russia and recorded a gain on the final sale of this business. |
(7) | Deferred income tax adjustment attributable to an enacted corporate income tax rate reduction in Germany in 2025 and deferred income tax adjustments attributable to state tax rate reductions in 2024 and 2023. |
(8) | Valuation allowance adjustment associated with the realizability of state net operating losses in future tax years. |
(9) | Insurance recoveries related to aircraft spare engines at RRPF for which it had previously recorded impairment losses. |
(10) | Calculated as net income attributable to GATX, excluding tax adjustments and other items (non-GAAP), divided by GAAP Total GATX Shareholders' Equity. |
(11) | LTI-Adjusted Return on Equity attributable to GATX (non-GAAP) is calculated as net income attributable to GATX divided by Total GATX Shareholders' Equity, as adjusted as shown above (non-GAAP). |
A-2 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
Exhibit B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION
AMENDED AND RESTATED 2012 INCENTIVE AWARD PLAN
(As Amended and Restated Effective [___], 2026)
ARTICLE 1. PURPOSE
GATX Corporation (the “Company”) originally adopted the 2012 Incentive Award Plan (the “2012 Plan”) effective April 27, 2012 (the “2012 Effective Date”), and the 2012 Plan was amended, restated and continued in the form of the GATX Corporation Amended and Restated 2012 Incentive Award Plan (the “2017 Restated Plan”) effective May 5, 2017 (the “2017 Effective Date”). This amended and restated Plan amends, restates and continues the 2017 Restated Plan (as it may be further amended and restated from time to time, the “Plan”), effective as of the Restatement Effective Date (as defined below).
The Plan is intended to promote the success and enhance the value of the Company by linking the individual interests of the members of the Board, Employees and Consultants (each as defined below) to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
GATX CORPORATION - 2026 Proxy Statement | B-1 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
B-2 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-3 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
B-4 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-5 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).
B-6 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
1 As of the Restatement Effective Date, and subject to shareholder approval, there will be 2,756,885 Shares available for the grant of new Awards (consisting of 1,456,885 Shares that were available for the grant of new Awards under the 2017 Restated Plan as of December 31, 2025, plus 1,300,000 newly authorized Shares approved by the Company’s shareholders on the Restatement Effective Date), less Awards granted under the 2017 Restated Plan between December 31, 2025 and the Restatement Effective Date (and counted pursuant to the fungible share ratio in Section 3.1(a)), and further subject to Section 14.2 and 3.1(b).
GATX CORPORATION - 2026 Proxy Statement | B-7 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 4.
GRANTING OF AWARDS
B-8 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 5.
[RESERVED]
ARTICLE 6.
GRANTING OF OPTIONS
GATX CORPORATION - 2026 Proxy Statement | B-9 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 7.
EXERCISE OF OPTIONS
B-10 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 8.
AWARD OF RESTRICTED STOCK
GATX CORPORATION - 2026 Proxy Statement | B-11 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 9.
AWARD OF RESTRICTED STOCK UNITS AND PHANTOM STOCK
B-12 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 10.
AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS
GATX CORPORATION - 2026 Proxy Statement | B-13 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 11.
AWARD OF STOCK APPRECIATION RIGHTS
B-14 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 12.
ADDITIONAL TERMS OF AWARDS
GATX CORPORATION - 2026 Proxy Statement | B-15 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
B-16 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-17 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 13.
ADMINISTRATION
B-18 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-19 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
ARTICLE 14.
MISCELLANEOUS PROVISIONS
B-20 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-21 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
B-22 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
GATX CORPORATION - 2026 Proxy Statement | B-23 |
Table of Contents
EXHIBIT B Amended and Restated 2012 Incentive Award Plan
* * * *
B-24 | GATX CORPORATION - 2026 Proxy Statement |
Table of Contents
| 01 - Diane M. Aigotti 04 - John M. Holmes 07 - Adam L. Stanley 02 - Anne L. Arvia 05 - Robert C. Lyons 08 - Robert S. Wetherbee 03 - Shelley J. Bausch 06 - James B. Ream 09 - Paul G. Yovovich 93BM A Proposals — The Board of Directors recommends a vote FOR all of the nominees listed, and FOR Proposals 2, 3 and 4. 048OCC 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 3. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE 2012 INCENTIVE AWARD PLAN 1. ELECTION OF DIRECTORS: For Against Abstain For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 2026 Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q For Against Abstain For Against Abstain For Against Abstain 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 4. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2026 You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/GATX or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Votes submitted electronically must be received by the closing of the polls at the virtual Annual Meeting (for registered shares) and 8:00 a.m. Eastern Time, on April 22, 2026 (for Plan Shares, as defined in the Proxy Statement). Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/GATX Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada |
| Small steps make an impact. Help the environment by consenting to receive electronic delivery. Sign up at www.envisionreports.com/GATX. 2026 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — April 24, 2026 Robert C. Lyons, Thomas A. Ellman, and Brian L. Glassberg, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GATX Corporation to be held virtually at meetnow.global/M5WAZJH on Friday, April 24, 2026 at 9:00 a.m. Central Time, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors, and FOR proposals 2, 3 and 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) GATX Corporation C Non-Voting Items q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. Comments — Please print your comments below. Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/GATX. The Annual Meeting of Shareholders of GATX Corporation will be held on April 24, 2026, virtually at meetnow.global/M5WAZJH at 9:00 a.m. Central Time. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. |
FAQ
When is the GATX (GATX) 2026 annual shareholder meeting and how can investors attend?
What proposals are GATX (GATX) shareholders voting on at the 2026 annual meeting?
How did GATX (GATX) perform financially in 2025 according to the proxy statement?
What is the Wells Fargo railcar portfolio transaction described by GATX (GATX)?
How is GATX (GATX) aligning executive pay with performance in 2025?
What dividends and shareholder returns did GATX (GATX) provide in 2025?
Which audit firm does GATX (GATX) propose for 2026 and what were recent fees?
